Common use of Action by Directors Clause in Contracts

Action by Directors. (a) Except as set forth in Subsection (d) of this Section, any action required by this Agreement to be taken by the Directors shall require the agreement of not less than a majority of the Directors. (b) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding, no Member shall approve, nor shall the Company undertake (except as provided in the Securitization Agreements): (i) the incurrence or assumption on behalf of the Company, directly or indirectly, of any indebtedness; or (ii) the grant of a security interest of any nature whatsoever in the Company's assets. (c) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, to the fullest extent permitted by law, no Member shall cause or permit the Company to, nor shall the Company (for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding): (i) engage in any dissolution, liquidation, consolidation or merger (with or into any other business entity) or, except as provided in Section 3.1, sell all or substantially all of its assets; (ii) engage in any business activity not described in Section 3 above; or (iii) amend, modify, waive or terminate this Agreement or the Certificate (except as otherwise expressly provided in this Agreement). (d) The Company may take the following actions only with the affirmative vote of the Member and unanimous affirmative vote of all members of the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors; provided, however, that the Board of Directors may not vote on, or authorize the taking of, any of the following actions, unless there are two Independent Directors then serving in such capacity: (i) make an assignment for the benefit of creditors; (ii) file a voluntary petition in bankruptcy; (iii) file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (iv) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company in any proceeding of the type described in subclauses (i) through (iii) of this Subsection (d); (v) seek, consent to, or acquiesce in the appointment of a trustee, receiver or liquidator of the Company or of all or any substantial part of the Company's properties; (vi) voluntarily dissolve and wind up, or consolidate or merge with or into another entity or sell all or substantially all of the assets of the Company; (vii) engage in any business activity not set forth in Section 3.1 of this Agreement; and (viii) to the fullest extent permitted by law, take any action that would cause a Trust to: (a) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent; (b) consent to the institution of bankruptcy or insolvency proceedings against it; (c) file a petition seeking, or consent to, reorganization or relief under any applicable Federal or state law relating to bankruptcy; (d) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of it or a substantial part of its property; (e) make a general assignment for the benefit of creditors; (f) admit in writing its inability to pay debts generally as they become; or (g) take any action in furtherance of the actions set forth in clauses (a) through (f) above. (e) The Company may not amend, alter or repeal the definition of Independent Director, Section 3.1, Section 4.4, Section 7.2, Section 7.3, Section 8.1, Section 9.1 or Section 11.1 without the affirmative vote of the Member and the unanimous affirmative vote of all members of the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors and such additional approvals or consents, if any, as may be required under the Securitization Agreements. Except as may be specifically required by applicable law, no member of the Board of Directors shall be guilty of breaching any fiduciary duty to any Member by refusing to consent to any of the listed actions in subsections (d) or (e) of this Section 7.3. (f) In the event of the insolvency of the Company and with regard to any action contemplated by subsection (d) or (e) above, no Independent Director will owe a fiduciary duty to any Person who holds a Membership Interest (except as may be specifically required by applicable law), but any fiduciary duty of such Independent Director with regard to such action shall be owed instead to the creditors of the Company. No Independent Director shall serve as a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company, any Affiliate of the Company, or a substantial part of their respective property. (g) To the extent consistent with applicable law, when acting on matters subject to the vote of the Board of Directors, the Board of Directors, including the interests of the creditors as well as the members of the Company.

Action by Directors. (a) Except as set forth in Subsection (d) of this Section, any action required by this Agreement to be taken by the Directors shall require the agreement approval of not less than a majority of the Directors. (b) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding, no Member Member, Director, officer or other Person on behalf of the Company shall approve, nor shall the Company undertake (except as provided in in, or pursuant to, the Securitization Agreements): (i) the incurrence or assumption on behalf of the Company, directly or indirectly, of any indebtedness; , or (ii) the grant of a security interest of any nature whatsoever in the Company's ’s assets. (c) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, to the fullest extent permitted by law, no Member shall cause or permit the Company to, nor shall the Company (for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding): (i) engage in any dissolution, liquidation, consolidation or merger (with or into any other business entity) or, except as provided in Section 3.13.1 or pursuant to the Securitization Agreements, sell all or substantially all of its assets; (ii) engage in any business activity not described in Section 3 above; or (iii) amend, modify, waive or terminate this Agreement or the Certificate of Formation of the Company (except as otherwise expressly provided in this Agreement). (d) The Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board of Directors, any officer or any other Person, the Company (and any Member, Director, officer or other Person on behalf of the Company) may take the following actions only with the affirmative vote of the Member and unanimous affirmative vote of all members of the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors; provided, however, that the Board of Directors may not vote on, or authorize the taking of, any of the following actions, unless there are two Independent Directors then serving in such capacity: (i) make an assignment for the benefit of creditors; (ii) file a voluntary petition in bankruptcy; (iii) file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution liquidation or similar relief under any statute, law or regulation; (iv) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company in any proceeding of the type described in subclauses (i) through (iii) of this Subsection (d); (v) seek, consent to, or acquiesce in the appointment of a trustee, receiver or liquidator of the Company or of all or any substantial part of the Company's ’s properties; (vi) to the fullest extent permitted by law, voluntarily dissolve and wind up, or consolidate or merge with or into another entity or sell all or substantially all of the assets of the Company; (vii) engage in any business activity not set forth in Section 3.1 of this Agreement; and (viii) to the fullest extent permitted by law, take any action that would cause a Trust to: (a) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent; (b) consent to the institution of bankruptcy or insolvency proceedings against it; (c) file a petition seeking, or consent to, reorganization or relief under any applicable Federal or state law relating to bankruptcy; (d) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of it or a substantial part of its property; (e) make a general assignment for the benefit of creditors; (f) admit in writing its inability to pay debts generally as they becomebecome due; or (g) take any action in furtherance of the actions set forth in clauses (a) through (f) above. (e) The Company may not amend, alter or repeal the definition of Independent Director, Section 3.1, Section 4.4, Section 7.2, Section 7.3, Section 8.1, Section 9.1 or Section 11.1 without the affirmative vote of the Member and the unanimous affirmative vote of all members of the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors and such additional approvals or consents, if any, as may be required under the Securitization Agreements. Except as may be specifically required by applicable law, no member of the Board of Directors shall be guilty of breaching any fiduciary duty to any Member by refusing to consent to any of the listed actions in subsections (d) or (e) of this Section 7.3. (f) In the event of the insolvency of the Company and with regard to any action contemplated by subsection (d) or (e) above, no Independent Director will owe a fiduciary duty to any Person who holds a Membership Interest (except as may be specifically required by applicable law), but any fiduciary duty of such Independent Director with regard to such action shall be owed instead to the creditors of the Company. No Independent Director shall serve as a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company, any Affiliate of the Company, or a substantial part of their respective property. (g) . To the fullest extent consistent with applicable permitted by law, when acting on matters subject to the vote including Section 18-1101(c) of the Board of DirectorsAct, the Board of Directors, including Independent Directors shall consider only the interests of the creditors Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 7.3(d). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor shall have accepted his or her appointment as well an Independent Director by a written instrument, which may be a counterpart signature page to this Agreement. In the event of a vacancy in the position of Independent Director, the Member shall, as the members soon as practicable, appoint a successor Independent Director. All right, power and authority of the CompanyIndependent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement.

Action by Directors. (a) Except as set forth in Subsection (db) of this Section, any action required by this Agreement to be taken by the Directors shall require the agreement of not less than a majority of the Directors. (b) Anything elsewhere Until all Securitized Financings are paid and satisfied in this Agreement or in full, the Certificate to the contrary notwithstanding, for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding, no Member shall approve, nor shall the Company undertake (except as provided in the Securitization Agreements): (i) the incurrence or assumption on behalf of the Company, directly or indirectly, of any indebtedness; or (ii) the grant of a security interest of any nature whatsoever in the Company's assets. (c) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, to the fullest extent permitted by law, no Member shall cause or permit the Company to, nor shall the Company (for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding): (i) engage in any dissolution, liquidation, consolidation or merger (with or into any other business entity) or, except as provided in Section 3.1, sell all or substantially all of its assets; (ii) engage in any business activity not described in Section 3 above; or (iii) amend, modify, waive or terminate this Agreement or the Certificate (except as otherwise expressly provided in this Agreement). (d) The Company may take the following actions only with the affirmative vote of the Member and the unanimous affirmative vote of all members of the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors; , provided, however, that the Board of Directors may not vote on, or authorize the taking of, of any of the following actions, unless there are two Independent Directors then serving in such capacity: (i) make an assignment for the benefit of creditors; (ii) file a voluntary petition in bankruptcy; (iii) file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (iv) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company in any proceeding of the type described in subclauses (i) through (iii) of this Subsection (db); (v) seek, consent to, or acquiesce in the appointment of a trustee, receiver or liquidator of the Company or of all or any substantial part of the Company's properties; (vi) voluntarily dissolve and wind up, or consolidate or merge with or into another entity or sell all or substantially all of the assets of the Company;; and (vii) engage in any business activity not set forth in Section 3.1 of this Agreement; and; (viii) to the fullest extent permitted by law, take any action that would cause a Trust to: (a) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent; (b) consent to the institution of bankruptcy or insolvency proceedings against it; (c) file a petition seekingUntil all Securitized Financings are paid and satisfied in full, or consent to, reorganization or relief under any applicable Federal or state law relating to bankruptcy; (d) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of it or a substantial part of its property; (e) make a general assignment for the benefit of creditors; (f) admit in writing its inability to pay debts generally as they become; or (g) take any action in furtherance of the actions set forth in clauses (a) through (f) above. (e) The Company may not amend, alter or repeal the definition of Independent Director, Section 3.1, Section 4.4, Section 7.2, subsections (b), (c) or (d) of this Section 7.3, Section 8.1, Section 9.1 7.3 or Section Section 11.1 without the affirmative vote approval of the Member and the unanimous affirmative majority vote of all members of the full Board of Directors, including, without limitation, the affirmative vote of each votes of the Independent Directors and such additional approvals or consentsapprovals, if any, as may be required under the Securitization Agreementseach Securitized Financing with regard to amendment of documents or instruments with respect thereto. Except as may be specifically required by applicable law, no member of the Board of Directors shall be guilty of breaching any fiduciary duty to any Member by refusing to consent to any of the listed actions in subsections (db) or (ec) of this Section 7.3. (fd) In the event of the insolvency of the Company and with regard to any action contemplated by subsection (db) or (ec) above, no Independent Director will owe a fiduciary duty to any Person who holds a Membership Interest (except as may be specifically required by applicable law), but any fiduciary duty of such Independent Director with regard to such action shall be owed instead to the creditors of the Company. No Independent Director shall serve as a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company, any Affiliate of the Company, any Affiliate of the Company, or a substantial part of their its respective property. (g) To the extent consistent with applicable law, when acting on matters subject to the vote of the Board of Directors, the Board of Directors, including the interests of the creditors as well as the members of the Company.

Action by Directors. (a) The Directors shall at all times have weighted voting power, such that each A Director, B Director and C Director shall have one vote on all matters before the Board of Directors and each of the D Directors shall have one and six-tenths (1.6) votes on all matters before the Board of Directors. Except as set forth in Subsection otherwise required by paragraph (db) of this SectionSection 2.6 or applicable law, any corporate action taken by the Board of Directors shall be taken by the affirmative vote of a majority of the votes represented by the Directors present and voting at a duly constituted meeting at which a Quorum of the Board is present and acting throughout (or by written consent of all Directors in the manner provided in the Bye-laws), and in the case of an equality of votes the resolution upon which such vote is taken shall fail. Any action required to be taken hereunder solely by this Agreement the Non-Designated Directors shall be taken at a duly constituted meeting of the Board of Directors at which both a Quorum of the Board and a Quorum of Non-Designated Directors is present and acting throughout, by the affirmative vote of a majority of the votes cast by the Non-Designated Directors who are present and voting at such meeting of the Board, and in the case of an equality of votes the resolution upon which such vote is taken shall fail. No action required to be taken solely by the Non Designated Directors may be taken by written consent. The vote or votes allotted to any particular Director may be cast on any matter properly before such Director only in their entirety and may not be divided or cast in part. Any action to be taken by the Directors shall require the agreement of not less than a majority committee of the DirectorsBoard shall be taken as provided in or pursuant to the Bye-laws. (b) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstandingNotwithstanding paragraph (a) above, for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding, no Member shall approve, nor shall the Company undertake (except as provided in the Securitization Agreements): (i) the incurrence or assumption on behalf of the Company, directly or indirectly, of any indebtedness; or (ii) the grant of a security interest of any nature whatsoever in the Company's assets. (c) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, to the fullest extent permitted by law, no Member shall cause or permit the Company to, nor shall the Company (for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding): (i) engage in any dissolution, liquidation, consolidation or merger (with or into any other business entity) or, except as provided in Section 3.1, sell all or substantially all of its assets; (ii) engage in any business activity not described in Section 3 above; or (iii) amend, modify, waive or terminate this Agreement or the Certificate (except as otherwise expressly provided in this Agreement). (d) The Company may take the following actions only with the affirmative vote of the Member and unanimous affirmative vote Applicable Number of all members the votes entitled to be cast at a meeting of the Board of Directors, including, without limitation, the affirmative Directors from time to time (a "Supermajority Vote") shall be required to carry any resolution put to a vote of each at a meeting of the Independent Directors; provided, however, that the Board of Directors may not vote on, or authorize the taking of, any of with respect to the following actions, unless there are two Independent Directors then serving in such capacitymatters: (i) make an assignment a public offering of any securities of the Company (whether made for the benefit account of creditorsthe Company or any other person, whether or not registered under the securities laws of any jurisdiction and whether or not effected in the United States of America) or the granting of any registration rights, other than in accordance with this Agreement; (ii) file a voluntary petition in bankruptcyprior to the consummation of an Initial Public Offering, the authorization or issuance of additional common shares of the Company or securities convertible into or exchangeable or exercisable for such common shares; (iii) file a petition the issuance of preferred shares, debt securities or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulationother class of securities; (iv) file an answer the repurchase, redemption or other pleading admitting or failing to contest the material allegations retirement of a petition filed against any common shares of the Company in or any proceeding Subsidiary of the type described in subclauses (i) through (iii) of this Subsection (d)Company or securities convertible into or exchangeable or exercisable for such shares; (v) seekthe merger, consent toamalgamation, consolidation or acquiesce in sale of substantially all the appointment of a trustee, receiver or liquidator assets of the Company or of all or any substantial part Subsidiary of the Company's properties, or any sale of a majority of the outstanding common shares of the Company or any Subsidiary of the Company by vote (calculated by reference to the total combined voting rights attached to the issued common shares) or by value (calculated by reference to the total combined value of such common shares determined by the Board); (vi) voluntarily dissolve and wind up, any sale or consolidate or merge with or into another entity or sell all or substantially all purchase of assets of the assets Company or any Subsidiary of the Company during a 12-month period with an aggregate value exceeding 15% of the consolidated shareholders' equity of the Company, other than investment activity in the ordinary course of business; (vii) the liquidation, dissolution or voluntary winding up of the Company or any Subsidiary of the Company; (vii) engage in any business activity not set forth in Section 3.1 of this Agreement; and (viii) to the fullest extent permitted by law, take any action that would cause a Trust to: (a) dissolve creation or liquidate, in whole modification of Board committees or in part, or institute proceedings to be adjudicated bankrupt or insolvent; (b) consent to the institution of bankruptcy or insolvency proceedings against it; (c) file a petition seeking, or consent to, reorganization or relief under any applicable Federal or state law relating to bankruptcy; (d) consent to the appointment of a receivercommittee members, liquidator, assignee, trustee, sequestrator other than pursuant to paragraph (or other similar official2) of it or a substantial part Bye-law 8 of its property; the Bye-laws; (eix) make a general assignment for the benefit of creditors; (fother than pursuant to Section 2.6(d), Section 4.10(b)(i) admit in writing its inability to pay debts generally as they become; or (gii) take any action or Section 5.2 or 5.3, the exchange of Voting Common Stock for Non-Voting Common Stock and vice versa; (x) a change in furtherance the Auditor of the actions set forth in clauses (a) through (f) above.Company; (exi) The Company may not amend, alter the approval or repeal the definition rejection of Independent Director, Section 3.1, Section 4.4, Section 7.2, Section 7.3, Section 8.1, Section 9.1 or Section 11.1 without the affirmative vote any Transfer of common shares of the Member and the unanimous affirmative vote of all members of Company or securities convertible into or exchangeable or exercisable for such shares requiring the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors and such additional approvals or consents, if any, as may be required ' consent under the Securitization Agreements. Except as may be specifically required by applicable law, no member of the Board of Directors shall be guilty of breaching any fiduciary duty to any Member by refusing to consent to any of the listed actions in subsections (d) or (e) of this Section 7.3.4.3(a)(i); (fxii) In any amendment to the event Memorandum of the insolvency Association of the Company and or the Bye-laws; (xiii) material transactions with regard to any action contemplated by subsection (d) a Member that, together with its Affiliates, owns 10% or (e) above, no Independent Director will owe a fiduciary duty to any Person who holds a Membership Interest (except as may be specifically required by applicable law), but any fiduciary duty of such Independent Director with regard to such action shall be owed instead to the creditors more of the Company. No Independent Director shall serve as a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company, any Affiliate outstanding common shares of the Company, or with any Affiliate of such a substantial part Member, other than transactions in the ordinary course of their respective propertybusiness and insurance or reinsurance transactions; (xiv) the engagement in any line of business other than holding the shares of the Operating Company and the engagement in any line of business by the Operating Company other than insurance and reinsurance business; (xv) any delegation by the Operating Company of binding underwriting authority to a third party; and (xvi) any other matter for which a Supermajority Vote is specifically required by the provisions of this Agreement. (gc) To For the extent consistent with applicable law, when acting on matters subject purposes of any resolution put to the vote of the Board of Directors concerning any of the matters enumerated in clauses (xii), (xiii), (xiv) or (xv) of Section 2.6(b), the "Applicable Number" shall equal at least 7.92 votes (which represents 72% of the total number of votes that could be cast by all eight Directors at a duly constituted meeting attended by all such Directors, ). For the purposes of any resolution put to the vote of the Board of Directors, including the interests Directors concerning any of the creditors as well as matters enumerated in the members remaining clauses of Section 2.6(b), the "Applicable Number" shall equal (subject to Section 4.13(f)) at least 7.37 votes (which represents 67% of the Companytotal number of votes that could be cast by all eight Directors at such a meeting).

Action by Directors. (a) Except as set forth in Subsection (db) of this Section, any action required by this Agreement to be taken by the Directors shall require the agreement of not less than a majority of the Directors. (b) Anything elsewhere Until all Securitized Financings are paid and satisfied in this Agreement or in full, the Certificate to the contrary notwithstanding, for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding, no Member shall approve, nor shall the Company undertake (except as provided in the Securitization Agreements): (i) the incurrence or assumption on behalf of the Company, directly or indirectly, of any indebtedness; or (ii) the grant of a security interest of any nature whatsoever in the Company's assets. (c) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, to the fullest extent permitted by law, no Member shall cause or permit the Company to, nor shall the Company (for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding): (i) engage in any dissolution, liquidation, consolidation or merger (with or into any other business entity) or, except as provided in Section 3.1, sell all or substantially all of its assets; (ii) engage in any business activity not described in Section 3 above; or (iii) amend, modify, waive or terminate this Agreement or the Certificate (except as otherwise expressly provided in this Agreement). (d) The Company may take the following actions only with the affirmative vote approval of the Member and unanimous affirmative vote approvals of all members of the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors; provided, however, that the Board of Directors may not vote on, or authorize the taking of, any of the following actions, unless there are two Independent Directors then serving in such capacity: (i) make an assignment for the benefit of creditors; (ii) file a voluntary petition in bankruptcy; (iii) file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (iv) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company in any proceeding of the type described in subclauses (i) through (iii) of this Subsection (db); (v) seek, consent to, or acquiesce in the appointment of a trustee, receiver or liquidator of the Company or of all or any substantial part of the Company's properties; (vi) voluntarily dissolve and wind up, or consolidate or merge with or into another entity (except for the Merger) or sell all or substantially all of the assets of the Company; (vii) engage in any business activity not set forth in Section 3.1 of this Agreement; and (viii) to the fullest extent permitted by law, take any action that would cause a Trust ALF LP to: (a) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent; (b) consent to the institution of bankruptcy or insolvency proceedings against it; (c) file a petition seeking, or consent to, reorganization or relief under any applicable Federal or state law relating to bankruptcy; (d) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of it or a substantial part of its property; (e) make a general assignment for the benefit of creditors; (f) admit in writing its inability to pay debts generally as they become; or (g) take any partnership action in furtherance of the actions set forth in clauses (a) through (f) above, provided however that the Company shall in no event consent to the institution of bankruptcy or insolvency proceedings against ALF LP so long as ALF LP is solvent. (ec) The Until all Securitized Financings are paid and satisfied in full, the Company may not amend, alter or repeal the definition of Independent Director, Section 3.1, Section 4.4, Section 7.2, subsections (b), (c) or (d) of this Section 7.3, Section 8.1, Section 9.1 7.3 or Section 11.1 Section 11.1. without the affirmative vote approval of the Member and the unanimous affirmative majority vote of all members of the full Board of Directors, including, without limitation, the affirmative vote of each votes of the Independent Directors Directors, and such additional approvals or consentsapprovals, if any, as may be required under the Securitization Agreementseach Securitized Financing with regard to amendment of documents or instruments with respect thereto. Except as may be specifically required by applicable law, no member of the Board of Directors shall be guilty of breaching any fiduciary duty to any Member or any limited partner of ALF LP by refusing to consent to any of the listed actions in subsections (db) or (ec) of this Section 7.3. (fd) In the event of the insolvency of the Company or of ALF LP and with regard to any action contemplated by subsection (db) or (ec) above, no Independent Director will owe a fiduciary duty to any Person who holds a Membership Interest or any limited partner of ALF LP (except as may be specifically required by applicable law), but any fiduciary duty of such Independent Director with regard to such action shall be owed instead to the creditors of the CompanyCompany or ALF LP, as the case may be. No Independent Director shall serve as a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company, any Affiliate of the Company, or a substantial part of their its respective property. (g) To the extent consistent with applicable law, when acting on matters subject to the vote of the Board of Directors, the Board of Directors, including the interests of the creditors as well as the members of the Company.

Action by Directors. (a) Except as set forth in Subsection (db) of this Section, any action required by this Agreement to be taken by the Directors shall require the agreement of not less than a majority of the Directors. (b) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, for so long as any Securities which are assigned Until all Securitized Financings involving a rating by a Rating Agency remain outstanding, no Member shall approve, nor shall SUBI and involving the Company undertake (except as provided or a Partnership are paid and satisfied in full, the Securitization Agreements): (i) the incurrence or assumption on behalf of the Company, directly or indirectly, of any indebtedness; or (ii) the grant of a security interest of any nature whatsoever in the Company's assets. (c) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, to the fullest extent permitted by law, no Member shall cause or permit the Company to, nor shall the Company (for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding): (i) engage in any dissolution, liquidation, consolidation or merger (with or into any other business entity) or, except as provided in Section 3.1, sell all or substantially all of its assets; (ii) engage in any business activity not described in Section 3 above; or (iii) amend, modify, waive or terminate this Agreement or the Certificate (except as otherwise expressly provided in this Agreement). (d) The Company may take the following actions only with the affirmative vote approval of the Member and unanimous affirmative vote approvals of all members of the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors; provided, however, that the Board of Directors may not vote on, or authorize the taking of, any of the following actions, unless there are two Independent Directors then serving in such capacity: (i) make an assignment for the benefit of creditors; (ii) file a voluntary petition in bankruptcy; (iii) file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (iv) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company in any proceeding of the type described in subclauses (i) through (iii) of this Subsection (db); (v) seek, consent to, or acquiesce in the appointment of a trustee, receiver or liquidator of the Company or of all or any substantial part of the Company's properties; (vi) voluntarily dissolve and wind up, or consolidate or merge with or into another entity (except for the Merger) or sell all or substantially all of the assets of the Company; (vii) engage in any business activity not set forth in Section 3.1 of this Agreement; and (viii) to the fullest extent permitted by law, take any action that would cause a Trust XXXX XX to: (a) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent; (b) consent to the institution of bankruptcy or insolvency proceedings against it; (c) file a petition seeking, or consent to, reorganization or relief under any applicable Federal or state law relating to bankruptcy; (d) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of it or a substantial part of its property; (e) make a general assignment for the benefit of creditors; (f) admit in writing its inability to pay debts generally as they become; or (g) take any partnership action in furtherance of the actions set forth in clauses (a) through (f) above, provided however that the Company shall in no event consent to the institution of bankruptcy or insolvency proceedings against XXXX XX so long as XXXX XX is solvent. (ec) The Until all Securitized Financings involving a SUBI and involving the Company or a Partnership are paid and satisfied in full, the Company may not amend, alter or repeal the definition of Independent Director, Section 3.1, Section 4.4, Section 7.2, subsections (b), (c) or (d) of this Section 7.3, Section 8.1, Section 9.1 7.3 or Section Section 11.1 without the affirmative vote approval of the Member and the unanimous affirmative majority vote of all members of the full Board of Directors, including, without limitation, the affirmative vote of each votes of the Independent Directors and such additional approvals or consentsapprovals, if any, as may be required under the Securitization Agreementseach Securitized Financing with regard to amendment of documents or instruments with respect thereto. Except as may be specifically required by applicable law, no member of the Board of Directors shall be guilty of breaching any fiduciary duty to any Member or any limited partner of XXXX XX by refusing to consent to any of the listed actions in subsections (db) or (ec) of this Section 7.3. (fd) In the event of the insolvency of the Company or of XXXX XX and with regard to any action contemplated by subsection (db) or (ec) above, no Independent Director will owe a fiduciary duty to any Person who holds a Membership Interest or any limited partner of XXXX XX (except as may be specifically required by applicable law), but any fiduciary duty of such Independent Director with regard to such action shall be owed instead to the creditors of the CompanyCompany or XXXX XX, as the case may be. No Independent Director shall serve as a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company, any Affiliate of the Company, or a substantial part of their its respective property. (g) To the extent consistent with applicable law, when acting on matters subject to the vote of the Board of Directors, the Board of Directors, including the interests of the creditors as well as the members of the Company.

Action by Directors. (a) Except as set forth in Subsection (d) of this Section, any action required by this Agreement to be taken by the Directors shall require the agreement of not less than a majority of the Directors. (b) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding, no Member shall approve, nor shall the Company undertake (except as provided in the Securitization Agreements): (i) the incurrence or assumption on behalf of the Company, directly or indirectly, of any indebtedness; , or (ii) the grant of a security interest of any nature whatsoever in the Company's ’s assets. (c) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, to the fullest extent permitted by law, no Member shall cause or permit the Company to, nor shall the Company (for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding): (i) engage in any dissolution, liquidation, consolidation or merger (with or into any other business entity) or, except as provided in Section 3.1, sell all or substantially all of its assets; (ii) engage in any business activity not described in Section 3 above; or (iii) amend, modify, waive or terminate this Agreement or the Certificate (except as otherwise expressly provided in this Agreement). (d) The Company may take the following actions only with the affirmative vote of the Member and unanimous affirmative vote of all members of the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors; provided, however, that the Board of Directors may not vote on, or authorize the taking of, any of the following actions, unless there are two Independent Directors then serving in such capacity: (i) make an assignment for the benefit of creditors; (ii) file a voluntary petition in bankruptcy; (iii) file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (iv) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company in any proceeding of the type described in subclauses (i) through (iii) of this Subsection (d); (v) seek, consent to, or acquiesce in the appointment of a trustee, receiver or liquidator of the Company or of all or any substantial part of the Company's ’s properties; (vi) voluntarily dissolve and wind up, or consolidate or merge with or into another entity or sell all or substantially all of the assets of the Company; (vii) engage in any business activity not set forth in Section 3.1 of this Agreement; and (viii) to the fullest extent permitted by law, take any action that would cause a Trust to: (a) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent; (b) consent to the institution of bankruptcy or insolvency proceedings against it; (c) file a petition seeking, or consent to, reorganization or relief under any applicable Federal or state law relating to bankruptcy; (d) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of it or a substantial part of its property; (e) make a general assignment for the benefit of creditors; (f) admit in writing its inability to pay debts generally as they becomebecome due; or (g) take any action in furtherance of the actions set forth in clauses (a) through (f) above. (e) The Company may not amend, alter or repeal the definition of Independent Director, Section 3.1, Section 4.4, Section 7.2, Section 7.3, Section 8.1, Section 9.1 or Section 11.1 without the affirmative vote of the Member and the unanimous affirmative vote of all members of the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors and such additional approvals or consents, if any, as may be required under the Securitization Agreements. Except as may be specifically required by applicable law, no member of the Board of Directors shall be guilty of breaching any fiduciary duty to any Member by refusing to consent to any of the listed actions in subsections (d) or (e) of this Section 7.3. (f) In the event of the insolvency of the Company and with regard to any action contemplated by subsection (d) or (e) above, no Independent Director will owe a fiduciary duty to any Person who holds a Membership Interest (except as may be specifically required by applicable law), but any fiduciary duty of such Independent Director with regard to such action shall be owed instead to the creditors of the Company. No Independent Director shall serve as a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company, any Affiliate of the Company, or a substantial part of their respective property. (g) To the extent consistent with applicable law, when acting on matters subject to the vote of the Board of Directors, the Board of Directors, including the interests of the creditors as well as the members of the Company.

Action by Directors. (a) Except as set forth in Subsection (d) of this Section, any action required by this Agreement to be taken by the Directors shall require the agreement of not less than a majority of the Directors. (b) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding, no Member shall approve, nor shall the Company undertake (except as provided in the Securitization Agreements): (i) the incurrence or assumption on behalf of the Company, directly or indirectly, of any indebtedness; or (ii) the grant of a security interest of any nature whatsoever in the Company's assets. (c) Anything elsewhere in this Agreement or in the Certificate to the contrary notwithstanding, to the fullest extent permitted by law, no Member shall cause or permit the Company to, nor shall the Company (for so long as any Securities which are assigned a rating by a Rating Agency remain outstanding): (i) engage in any dissolution, liquidation, consolidation or merger (with or into any other business entity) or, except as provided in Section 3.1, sell all or substantially all of its assets; (ii) engage in any business activity not described in Section 3 above; or (iii) amend, modify, waive or terminate this Agreement or the Certificate (except as otherwise expressly provided in this Agreement). (d) The Company may take the following actions only with the affirmative vote of the Member and unanimous affirmative vote of all members of the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors; provided, however, that the Board of Directors may not vote on, or authorize the taking of, any of the following actions, unless there are two Independent Directors then serving in such capacity: (i) make an assignment for the benefit of creditors; (ii) file a voluntary petition in bankruptcy; (iii) file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (iv) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company in any proceeding of the type described in subclauses (i) through (iii) of this Subsection (d); (v) seek, consent to, or acquiesce in the appointment of a trustee, receiver or liquidator of the Company or of all or any substantial part of the Company's properties; (vi) voluntarily dissolve and wind up, or consolidate or merge with or into another entity or sell all or substantially all of the assets of the Company; (vii) engage in any business activity not set forth in Section 3.1 of this Agreement; and (viii) to the fullest extent permitted by law, take any action that would cause a Trust to: (a) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent; (b) consent to the institution of bankruptcy or insolvency proceedings against it; (c) file a petition seeking, or consent to, reorganization or relief under any applicable Federal or state law relating to bankruptcy; (d) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of it or a substantial part of its property; (e) make a general assignment for the benefit of creditors; (f) admit in writing its inability to pay debts generally as they become; or (g) take any action in furtherance of the actions set forth in clauses (a) through (f) above. (e) The Company may not amend, alter or repeal the definition of Independent Director, Section 3.1, Section 4.4, Section 7.2, Section 7.3, Section 8.1, Section 9.1 or Section 11.1 without the affirmative vote of the Member and the unanimous affirmative vote of all members of the Board of Directors, including, without limitation, the affirmative vote of each of the Independent Directors and such additional approvals or consents, if any, as may be required under the Securitization Agreements. Except as may be specifically required by applicable law, no member of the Board of Directors shall be guilty of breaching any fiduciary duty to any Member by refusing to consent to any of the listed actions in subsections (d) or (e) of this Section 7.3. (f) In the event of the insolvency of the Company and with regard to any action contemplated by subsection (d) or (e) above, no Independent Director will owe a fiduciary duty to any Person who holds a Membership Interest (except as may be specifically required by applicable law), but any fiduciary duty of such Independent Director with regard to such action shall be owed instead to the creditors of the Company. No Independent Director shall serve as a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company, any Affiliate of the Company, or a substantial part of their respective property. (g) To the extent consistent with applicable law, when acting on matters subject to the vote of the Board of Directors, the Board of Directors, including the interests of the creditors as well as the members of the Company.