Common use of Consent Required Clause in Contracts

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic interests in the Company to any Person and admit such Person as a member; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5) change or reorganize the Company into any other legal form; (6) amend this Agreement; (7) approve a merger or consolidation with another person; (8) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (13) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14) materially change any of the tax reporting positions or elections of the Company; (15) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic membership interests in the Company to any Person and admit such Person as a member; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5) change or reorganize the Company into any other legal form; (6) amend this Agreement; (7) approve a merger or consolidation with another person; (8) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (13) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14) materially change any of the tax reporting positions or elections of the Company; (15) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager General Partner(s) shall be required to: (1i) alter the primary purposes of the Company Partnership as set forth in Section 2; (2ii) issue economic partnership interests in the Company Partnership to any Person and person or admit such Person person as a memberPartner; (3iii) do any act in contravention of this Agreement or any resolution of the membersPartners, or cause the Company Partnership to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the CompanyPartnership; (4iv) enter into or amend any agreement which provides for the management of the business or affairs of the Company Partnership by a person other than the ManagerGeneral Partner(s); (5v) change or reorganize the Company Partnership into any other legal form; (6vi) amend this Agreement; (7vii) approve a merger or consolidation with another personentity; (8) viii) sell all or substantially all of the assets of the CompanyPartnership; (9ix) change the status of the Company Partnership from one in which management is vested in the Manager General Partner(s) to one in which management is vested in the members Partners or in any other managerperson or entity, other than as may be delegated to the Board and the officers hereunder; (10x) possess any Company Partnership property or assign the rights of the Company Partnership in specific Company Partnership property for other than a Company Partnership purpose; (11xi) operate the Company Partnership in such a manner that the Company Partnership becomes an “investment company” for purposes of the Investment Company Act of 1940; (12xii) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Companyofficer; (13xiii) settle any litigation or arbitration with any third party, any MemberPartner, or any affiliate of any MemberPartner, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed Five Million Dollars ($5,000,000); (14xiv) materially change any of the tax reporting positions or elections of the CompanyPartnership; (15xv) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the CompanyPartnership’s total budget (as approved by the ManagerGeneral Partner(s)) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16xvi) make or incur any secured or unsecured indebtedness which, which individually or in the aggregate, aggregate exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company Partnership (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company Partnership or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the ManagerGeneral Partner(s).

Consent Required. The affirmative vote, approval, consent or ratification of the Manager General Partner(s) shall be required to: (1i) alter the primary purposes of the Company Partnership as set forth in Section 2; (2ii) issue economic partnership interests in the Company Partnership to any Person and person or admit such Person any person as a memberPartner; (3iii) do any act in contravention of this Agreement or any resolution of the membersPartners, or cause the Company Partnership to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the CompanyPartnership; (4iv) enter into or amend any agreement which provides for the management of the business or affairs of the Company Partnership by a person other than the ManagerGeneral Partner(s); (5v) change or reorganize the Company Partnership into any other legal form; (6vi) amend this Agreement; (7vii) approve a merger or consolidation with another personentity; (8) viii) sell all or substantially all of the assets of the CompanyPartnership; (9ix) change the status of the Company Partnership from one in which management is vested in the Manager General Partner(s) to one in which management is vested in the members or in any other managerperson or entity, other than as may be delegated to the Board and the officers hereunder; (10x) possess any Company Partnership property or assign the rights of the Company Partnership in specific Company Partnership property for other than a Company Partnership purpose; (11xi) operate the Company Partnership in such a manner that the Company Partnership becomes an “investment company” for purposes of the Investment Company Act of 1940; (12xii) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Companyofficer; (13xiii) settle any litigation or arbitration with any third party, any MemberPartner, or any affiliate of any MemberPartner, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed Five Million Dollars ($5,000,000); (14xiv) materially change any of the tax reporting positions or elections of the CompanyPartnership; (15xv) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the CompanyPartnership’s total budget (as approved by the ManagerGeneral Partner(s)) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16xvi) make or incur any secured or unsecured indebtedness which, which individually or in the aggregate, aggregate exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company Partnership (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company Partnership or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the ManagerGeneral Partner(s).

Consent Required. The i) None of the Members, Managers, directors, or officers of the Company shall: (1) do any act in contravention of this Agreement; (2) cause the Company to engage in any business not permitted by the Certificate or the terms of this Agreement; (3) cause the Company to take any action that would make it impossible to carry on the usual course of business of the Company (except to the extent expressly provided for hereunder); or (4) possess Company property or assign rights in Company property other than for Company purposes. ii) One hundred percent (100%) of the Votes shall be required to: (1) issue limited liability company interests in the Company to any person; (2) change or reorganize the Company into any other legal form; (3) approve a merger or consolidation of the Company with another person; (4) sell all or substantially all of the assets of the Company; or (5) voluntarily dissolve the Company. iii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, the affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic limited liability company interests in the Company to any Person and admit such Person as a memberperson; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the ManagerManager (and the Board); (54) change or reorganize the Company into any other legal form; (6) amend this Agreement; (75) approve a merger or consolidation of the Company with another person; (8) 6) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (117) operate the Company in such a manner that the Company becomes an “"investment company” " for purposes of the Investment Company Act of 1940; (12) 8) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (139) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (1410) materially change any of the tax reporting positions or elections of the Company; (1511) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s 's total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or; (1612) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company entity controlled by or under common control with the Company (“"Intercompany Indebtedness”"), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager; or (13) voluntarily dissolve the Company.

Consent Required. The i) None of the Members, Managers, directors, or officers of the Company shall: (1) do any act in contravention of this Agreement; (2) cause the Company to engage in any business not permitted by the Certificate or the terms of this Agreement; (3) cause the Company to take any action that would make it impossible to carry on the usual course of business of the Company (except to the extent expressly provided for hereunder); or (4) possess Company property or assign rights in Company property other than for Company purposes. ii) One hundred percentage (100%) of the Votes shall be required to: (1) issue limited liability company interests in the Company to any person; (2) change or reorganize the Company into any other legal form; (3) approve a merger or consolidation of the Company with another person; (4) sell all or substantially all of the assets of the Company; or (5) voluntarily dissolve the Company. iii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, the affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic limited liability company interests in the Company to any Person and admit such Person as a memberperson; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the ManagerManager (and the Board); (54) change or reorganize the Company into any other legal form; (6) amend this Agreement; (75) approve a merger or consolidation of the Company with another person; (8) 6) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (117) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12) 8) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (139) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (1410) materially change any of the tax reporting positions or elections of the Company; (1511) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or; (1612) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company entity controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager; or (13) voluntarily dissolve the Company.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager General Partner(s) shall be required to: (1i) alter the primary purposes of the Company Partnership as set forth in Section 2; (2ii) issue economic partnership interests in the Company Partnership to any Person and person or admit such Person any person as a member; (3Partner; iii) do any act in contravention of this Agreement or any resolution of the membersPartners, or cause the Company Partnership to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the CompanyPartnership; (4iv) enter into or amend any agreement which provides for the management of the business or affairs of the Company Partnership by a person other than the ManagerGeneral Partner(s); (5v) change or reorganize the Company Partnership into any other legal form; (6vi) amend this Agreement; (7vii) approve a merger or consolidation with another personentity; (8) viii) sell all or substantially all of the assets of the CompanyPartnership; (9ix) change the status of the Company Partnership from one in which management is vested in the Manager General Partner(s) to one in which management is vested in the members or in any other managerperson or entity, other than as may be delegated to the Board and the officers hereunder; (10x) possess any Company Partnership property or assign the rights of the Company Partnership in specific Company Partnership property for other than a Company Partnership purpose; (11xi) operate the Company Partnership in such a manner that the Company Partnership becomes an “investment company” for purposes of the Investment Company Act of 1940; (12xii) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Companyofficer; (13xiii) settle any litigation or arbitration with any third party, any MemberPartner, or any affiliate of any MemberPartner, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed Five Million Dollars ($5,000,000); (14xiv) materially change any of the tax reporting positions or elections of the CompanyPartnership; (15xv) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the CompanyPartnership’s total budget (as approved by the ManagerGeneral Partner(s)) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16xvi) make or incur any secured or unsecured indebtedness which, which individually or in the aggregate, aggregate exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company Partnership (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company Partnership or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the ManagerGeneral Partner(s).

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic membership interests in the Company to any Person and admit such Person as a member; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5) change or reorganize the Company into any other legal form; (6) amend this Agreement; (7) approve a merger or consolidation with another person; (8) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11) operate the Company in such a manner that the Company becomes an “"investment company” " for purposes of the Investment Company Act of 1940; (12) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (13) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14) materially change any of the tax reporting positions or elections of the Company; (15) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s 's total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“"Intercompany Indebtedness”"), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic interests in the Company to any Person and admit such Person as a member; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5) change or reorganize the Company into any other legal form; ; (6) amend this Agreement; (7) approve a merger or consolidation with another person; ; (8) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (13) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14) materially change any of the tax reporting positions or elections of the Company; (15) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager General Partner shall be required to: (1i) alter the primary purposes of the Company Partnership as set forth in Section 2; (2ii) issue economic partnership interests in the Company Partnership to any Person and person or admit such Person any person as a memberPartner; (3iii) do any act in contravention of this Agreement or any resolution of the membersPartners, or cause the Company Partnership to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the CompanyPartnership; (4iv) enter into or amend any agreement which provides for the management of the business or affairs of the Company Partnership by a person other than the ManagerGeneral Partner; (5v) change or reorganize the Company Partnership into any other legal form; (6vi) amend this Agreement; (7vii) approve a merger or consolidation with another personentity; (8) viii) sell all or substantially all of the assets of the CompanyPartnership; (9ix) change the status of the Company Partnership from one in which management is vested in the Manager General Partner to one in which management is vested in the members or in any other managerperson or entity, other than as may be delegated to the Board and the officers hereunder; (10x) possess any Company Partnership property or assign the rights of the Company Partnership in specific Company Partnership property for other than a Company Partnership purpose; (11xi) operate the Company Partnership in such a manner that the Company Partnership becomes an “investment company” for purposes of the Investment Company Act of 1940; (12xii) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Companyofficer; (13xiii) settle any litigation or arbitration with any third party, any MemberPartner, or any affiliate of any MemberPartner, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed Five Million Dollars ($5,000,000); (14xiv) materially change any of the tax reporting positions or elections of the CompanyPartnership; (15xv) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the CompanyPartnership’s total budget (as approved by the ManagerGeneral Partner) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16xvi) make or incur any secured or unsecured indebtedness which, which individually or in the aggregate, aggregate exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company Partnership (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company Partnership or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the ManagerGeneral Partner.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1i) alter the primary purposes of the Company as set forth in Section 2; (2; ii) issue economic membership interests in the Company to any Person and admit such Person as a memberMember; (3iii) do any act in contravention of this Agreement or any resolution of the membersMembers, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4iv) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5v) change or reorganize the Company into any other legal form; (6vi) amend this Agreement; (7vii) approve a merger or consolidation with another personPerson; (8) viii) sell all or substantially all of the assets of the Company; (9ix) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members Members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10x) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11xi) operate the Company in such a manner that the Company becomes an “investment company” " for purposes of the Investment Company Act of 1940; (12xii) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person Person who is a director or officer of the Companyofficer; (13xiii) settle any litigation or arbitration with any third party, any Member, or any affiliate Affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14xiv) materially change any of the tax reporting positions or elections of the Company; (15xv) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s 's total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16xvi) make or incur any secured or unsecured indebtedness which, which individually or in the aggregate, aggregate exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“"Intercompany Indebtedness”"), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the he Manager.

Consent Required. The i) None of the Members, Managers, directors, or officers of the Company shall: (1) do any act in contravention of this Agreement; (2) cause the Company to engage in any business not permitted by the Certificate or the terms of this Agreement; (3) cause the Company to take any action that would make it impossible to carry on the usual course of business of the Company (except to the extent expressly provided for hereunder); or (4) possess Company property or assign rights in Company property other than for Company purposes. ii) One hundred percentage (100%) of the Votes shall be required to: (1) issue limited liability company interests in the Company to any person; (2) change or reorganize the Company into any other legal form; (3) approve a merger or consolidation of the Company with another person; (4) sell all or substantially all of the assets of the Company; or (5) voluntarily dissolve the Company. iii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, the affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic limited liability company interests in the Company to any Person and admit such Person as a memberperson; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the ManagerManager (and the Board); (54) change or reorganize the Company into any other legal form; (6) amend this Agreement; (75) approve a merger or consolidation of the Company with another person; (8) 6) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (117) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12) 8) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (139) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (1410) materially change any of the tax reporting positions or elections of the Company; (1511) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or; (1612) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowingborrowing (including obligations under that certain Credit Agreement with Charter Communications Operating, LLC as the borrower, dated as of March 18, 1999, as amended and restated as of January 3, 2002 and as further amended and restated by the Second Amended and Restated Credit Agreement dated as of June 19, 2003 (as it may be amended, supplemented, modified, restated, refunded, renewed, replaced or refinanced from time to time, the “Credit Agreement”) and the Loan Documents (as defined in the Credit Agreement), all of which have been, and are hereby, ratified and confirmed), (ii) any indebtedness to (or guarantee of indebtedness of) any company any·entity controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager; or (13) voluntarily dissolve the Company.

Consent Required. The i) None of the Members, Managers, directors, or officers of the Company shall: (1) do any act in contravention of this Agreement; (2) cause the Company to engage in any business not permitted by the Certificate or the terms of this Agreement; (3) cause the Company to take any action that would make it impossible to carry on the usual course of business of the Company (except to the extent expressly provided for hereunder); or (4) possess Company property or assign rights in Company property other than for Company purposes. ii) One hundred percentage (100%) of the Votes shall be required to: (1) issue limited liability company interests in the Company to any person; (2) change or reorganize the Company into any other legal form; (3) approve a merger or consolidation of the Company with another person; (4) sell all or substantially all of the assets of the Company; or (5) voluntarily dissolve the Company. iii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, the affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic limited liability company interests in the Company to any Person and admit such Person as a memberperson; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the ManagerManager (and the Board); (54) change or reorganize the Company into any other legal form; (6) amend this Agreement; (75) approve a merger or consolidation of the Company with another person; (8) 6) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (117) operate the Company in such a manner that the Company becomes an “"investment company” " for purposes of the Investment Company Act of 1940; (12) 8) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (139) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (1410) materially change any of the tax reporting positions or elections of the Company; (1511) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s 's total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or; (1612) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company entity controlled by or under common control with the Company (“Intercompany Indebtedness”"INTERCOMPANY INDEBTEDNESS"), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager; or (13) voluntarily dissolve the Company.

Consent Required. The i) None of the Members, Managers, directors, or officers of the Company shall: (1) do any act in contravention of this Agreement; (2) cause the Company to engage in any business not permitted by the Certificate or the terms of this Agreement; (3) cause the Company to take any action that would make it impossible to carry on the usual course of business of the Company (except to the extent expressly provided for hereunder); or (4) possess Company property or assign rights in Company property other than for Company purposes. ii) One hundred percent (100%) of the Votes shall be required to: (1) issue limited liability company interests in the Company to any person; (2) change or reorganize the Company into any other legal form; (3) approve a merger or consolidation of the Company with another person; (4) sell all or substantially all of the assets of the Company; or (5) voluntarily dissolve the Company. iii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, the affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic limited liability company interests in the Company to any Person and admit such Person as a memberperson; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the ManagerManager (and the Board); (54) change or reorganize the Company into any other legal form; (6) amend this Agreement; (75) approve a merger or consolidation of the Company with another person; (8) 6) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (117) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12) 8) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (139) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (1410) materially change any of the tax reporting positions or elections of the Company; (1511) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or; (1612) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company entity controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager; or (13) voluntarily dissolve the Company.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1i) alter the primary purposes of the Company as set forth in Section 2; (2ii) issue economic membership interests in the Company to any Person and admit such Person as a memberMember; (3iii) do any act in contravention of this Agreement or any resolution of the membersMembers, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4iv) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5v) change or reorganize the Company into any other legal form; (6vi) amend this Agreement; (7vii) approve a merger or consolidation with another personPerson; (8) viii) sell all or substantially all of the assets of the Company; (9ix) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members Members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10x) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11xi) operate the Company in such a manner that the Company becomes an “investment company” " for purposes of the Investment Company Act of 1940; (12xii) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person Person who is a director or officer of the Companyofficer; (13xiii) settle any litigation or arbitration with any third party, any Member, or any affiliate Affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14xiv) materially change any of the tax reporting positions or elections of the Company; (15xv) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s 's total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16xvi) make or incur any secured or unsecured indebtedness which, which individually or in the aggregate, aggregate exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“"Intercompany Indebtedness”"), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the he Manager.

Consent Required. The i) None of the Members, Managers, directors, or officers of the Company shall: (1) do any act in contravention of this Agreement; (2) cause the Company to engage in any business not permitted by the Certificate or the terms of this Agreement; (3) cause the Company to take any action that would make it impossible to carry on the usual course of business of the Company (except to the extent expressly provided for hereunder); or (4) possess Company property or assign rights in Company property other than for Company purposes. ii) One hundred percentage (100%) of the Votes shall be required to: (1) issue limited liability company interests in the Company to any person; (2) change or reorganize the Company into any other legal form; (3) approve a merger or consolidation of the Company with another person; (4) sell all or substantially all of the assets of the Company; or (5) voluntarily dissolve the Company. iii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, the affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic limited liability company interests in the Company to any Person and admit such Person as a memberperson; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the ManagerManager (and the Board); (54) change or reorganize the Company into any other legal form; (6) amend this Agreement; (75) approve a merger or consolidation of the Company with another person; (8) 6) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (117) operate the Company in such a manner that the Company becomes an “"investment company” " for purposes of the Investment Company Act of 1940; (12) 8) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (139) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (1410) materially change any of the tax reporting positions or elections of the Company; (1511) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s 's total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or; (1612) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowingborrowing (including obligations under that certain Credit Agreement with Charter Communications Operating, LLC as the borrower, dated as of March 18, 1999, as amended and restated as of January 3, 2002 and as further amended and restated by the Second Amended and Restated Credit Agreement dated as of June 19, 2003 (as it may be amended, supplemented, modified, restated, refunded, renewed, replaced or refinanced from time to time, the "CREDIT AGREEMENT") and the Loan Documents (as defined in the Credit Agreement), all of which have been, and are hereby, ratified and confirmed), (ii) any indebtedness to (or guarantee of indebtedness of) any company entity controlled by or under common control with the Company (“Intercompany Indebtedness”"INTERCOMPANY INDEBTEDNESS"), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager; or (13) voluntarily dissolve the Company.

Consent Required. The i) None of the Members, Managers, directors or officers of the Company or the Funding Agent (in the exercise of the LLC Arrangement) shall: (1) do any act in contravention of this Agreement; (2) cause the Company to engage in any business not permitted by the Certificate or the terms of this Agreement; (3) cause the Company to take any action that would make it impossible to carry on the usual course of business of the Company (except to the extent expressly provided for hereunder); it being hereby agreed that any actions necessary to comply with the Company’s obligations under the Credit Agreement are in the ordinary course of the Company’s business; or (4) possess Company property or assign rights in Company property other than for Company purposes; it being hereby agreed that any actions necessary to comply with the Company’s obligations under the Credit Agreement are within the Company’s purposes. ii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, one hundred percent (100%) of the Votes shall be required to: (1) issue limited liability company interests in the Company to any person; (2) change or reorganize the Company into any other legal form; (3) approve a merger or consolidation of the Company with another person; (4) sell all or substantially all of the assets of the Company; or (5) voluntarily dissolve the Company. iii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, the affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic limited liability company interests in the Company to any Person and admit such Person as a memberperson; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the ManagerManager (and the Board); (54) change or reorganize the Company into any other legal form; (6) amend this Agreement; (75) approve a merger or consolidation of the Company with another person; (8) 6) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (117) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12) 8) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or an officer of the Company; (139) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (1410) materially change any of the tax reporting positions or elections of the Company; (1511) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or; (1612) make or incur any secured or unsecured indebtedness which, which individually or in the aggregate, aggregate exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowingborrowing (including obligations under the Credit Agreement and the Loan Documents (as defined in the Credit Agreement), all of which have been, and are hereby, ratified and confirmed), (ii) any indebtedness to (or guarantee of indebtedness of) any company entity controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager; or (13) voluntarily dissolve the Company.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1i) alter the primary purposes of the Company as set forth in Section 2; (2; ii) issue economic membership interests in the Company to any Person and admit such Person as a memberMember; (3iii) do any act in contravention of this Agreement or any resolution of the membersMembers, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4iv) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5v) change or reorganize the Company into any other legal form; (6; vi) amend this Agreement; (7vii) approve a merger or consolidation with another personPerson; (8) viii) sell all or substantially all of the assets of the Company; (9ix) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members Members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10x) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11xi) operate the Company in such a manner that the Company becomes an “investment company” " for purposes of the Investment Company Act of 1940; (12xii) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person Person who is a director or officer of the Companyofficer; (13xiii) settle any litigation or arbitration with any third party, any Member, or any affiliate Affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14xiv) materially change any of the tax reporting positions or elections of the Company; (15xv) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s 's total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16xvi) make or incur any secured or unsecured indebtedness which, which individually or in the aggregate, aggregate exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“"Intercompany Indebtedness”"), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the he Manager.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1i) alter the primary purposes of the Company as set forth in Section 2; (2ii) issue economic membership interests in the Company to any Person and admit such Person as a member; (3iii) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4iv) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5v) change or reorganize the Company into any other legal form; (6vi) amend this Agreement; (7vii) approve a merger or consolidation with another personPerson; (8) viii) sell all or substantially all of the assets of the Company; (9ix) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10x) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11xi) operate the Company in such a manner that the Company becomes an “"investment company” " for purposes of the Investment Company Act of 1940; (12xii) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person Person who is a director or officer of the Companyofficer; (13xiii) settle any litigation or arbitration with any third party, any Membermember, or any affiliate of any Membermember, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14xiv) materially change any of the tax reporting positions or elections of the Company; (15xv) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s 's total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16xvi) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“"Intercompany Indebtedness”"), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.

Consent Required. i) The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic membership interests in the Company to any Person and admit such Person as a member; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5) change or reorganize the Company into any other legal form; (6) amend this Agreement; (7) approve a merger or consolidation with another person; (8) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (13) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed Fifty Million Dollars ($5,000,00050,000,000); (14) subject to the additional restrictions set forth in Section 4(b)(ii)(6) and Section 13, materially change any of the tax reporting positions or elections of the Company; (15) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Fifty Million Dollars ($5,000,00050,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager. ii) In addition to the foregoing, at any time prior to January 1, 2010, one hundred percent (100%) of the Votes shall be required to: (1) issue limited liability company interests in the Company to any person or enter into any agreement, understanding or arrangement to do so; (2) change or reorganize the Company into any other legal form; (3) approve a merger or consolidation of the Company with another person or enter into any agreement, understanding or arrangement to do so; (4) sell all or substantially all of the assets of the Company and its subsidiaries, taken as a whole or enter into any agreement, understanding or arrangement to do so; (5) voluntarily dissolve the Company; (6) amend Exhibit C hereto, change the classification of the Company to other than a partnership or an entity disregarded from its owner for federal, state and local tax purposes, or materially change any of the tax reporting positions or elections of the Company; or (7) engage in any other transaction reasonably expected to result in income or gain being allocated to CII for United States federal income tax purposes that is outside the ordinary course of business with respect to the operation of the Company and its direct and indirect subsidiaries or enter into any agreement, understanding or arrangement to do any of the foregoing. iii) Each of the events described in the foregoing clauses (1) through (7) of Section 4(b)(ii) are referred to herein as a “Gain Recognition Event.” From and after January 1, 2010, for so long as CII or another Axxxx Entity is a Member, if the Manager determines in good faith that a Gain Recognition Event is reasonably likely to occur, the Manager shall provide prompt written notice to CII of the nature and terms of such Gain Recognition Event and the anticipated timing thereof.

Consent Required. The i) None of the Members, Managers, directors, or officers of the Company shall: (1) do any act in contravention of this Agreement; (2) cause the Company to engage in any business not permitted by the Certificate or the terms of this Agreement; (3) cause the Company to take any action that would make it impossible to carry on the usual course of business of the Company (except to the extent expressly provided for hereunder); or (4) possess Company property or assign rights in Company property other than for Company purposes. ii) One hundred percentage (100%) of the Votes shall be required to: (1) issue limited liability company interests in the Company to any person; (2) change or reorganize the Company into any other legal form; (3) approve a merger or consolidation of the Company with another person; (4) sell all or substantially all of the assets of the Company; or (5) voluntarily dissolve the Company. iii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, the affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic limited liability company interests in the Company to any Person and admit such Person as a memberperson; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the ManagerManager (and the Board); (54) change or reorganize the Company into any other legal form; (6) amend this Agreement; (75) approve a merger or consolidation of the Company with another person; (8) 6) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (117) operate the Company in such a manner that the Company becomes an “"investment company” " for purposes of the Investment Company Act of 1940; (12) 8) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (139) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (1410) materially change any of the tax reporting positions or elections of the Company; (1511) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s 's total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or; (1612) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowingborrowing (including obligations under that certain Credit Agreement with Charter Communications Operating, LLC as the borrower, dated as of March 18, 1999, as amended and restated as of January 3, 2002 and as further amended and restated by the Second Amended and Restated Credit Agreement dated as of June 19, 2003 (as it may be amended, supplemented, modified, restated, refunded, renewed, replaced or refinanced from time to time, the “Credit Agreement”) and the Loan Documents (as defined in the Credit Agreement), all of which have been, and are hereby, ratified and confirmed), (ii) any indebtedness to (or guarantee of indebtedness of) any company entity controlled by or under common control with the Company (“"Intercompany Indebtedness”"), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager; or (13) voluntarily dissolve the Company.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager General Partner shall be required to: (1i) alter the primary purposes of the Company Partnership as set forth in Section 2; (2ii) issue economic partnership interests in the Company Partnership to any Person and admit such Person as a memberPartner; (3iii) do any act in contravention of this Agreement or any resolution of the membersPartners, or cause the Company Partnership to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the CompanyPartnership; (4iv) enter into or amend any agreement which provides for the management of the business or affairs of the Company Partnership by a person other than the ManagerGeneral Partner; (5v) change or reorganize the Company Partnership into any other legal form; (6vi) amend this Agreement; (7vii) approve a merger or consolidation with another personPerson; (8) viii) sell all or substantially all of the assets of the CompanyPartnership; (9ix) change the status of the Company Partnership from one in which management is vested in the Manager General Partner to one in which management is vested in the members Partners or in any other managerPerson, other than as may be delegated to the Board and the officers hereunder; (10x) possess any Company Partnership property or assign the rights of the Company Partnership in specific Company Partnership property for other than a Company Partnership purpose; (11xi) operate the Company Partnership in such a manner that the Company Partnership becomes an “investment company” for purposes of the Investment Company Act of 1940; (12xii) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person Person who is a director or officer of the Companyofficer; (13xiii) settle any litigation or arbitration with any third party, any MemberPartner, or any affiliate Affiliate of any MemberPartner, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14xiv) materially change any of the tax reporting positions or elections of the CompanyPartnership; (15xv) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the CompanyPartnership’s total budget (as approved by the ManagerGeneral Partner) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16xvi) make or incur any secured or unsecured indebtedness which, which individually or in the aggregate, aggregate exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company Partnership (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company Partnership or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the ManagerGeneral Partner.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic interests in the Company to any Person and admit such Person as a member; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5) change or reorganize the Company into any other legal form; (6) amend this Agreement; (7) approve a merger or consolidation with another person; (8) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940l940; (12) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (13) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14) materially change any of the tax reporting positions or elections of the Company; (15) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic interests in the Company to any Person and admit such Person as a member; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms term us of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5) change or reorganize the Company into any other legal form; (6) amend this Agreement; (7) approve a merger or consolidation with another person; (8) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (13) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14) materially change any of the tax reporting positions or elections of the Company; (15) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this tills restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1i) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic interests in the Company to any Person and admit such Person as a member; (3iii) do any act in contravention of this Agreement or any resolution of the membersMembers, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4iv) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5v) change or reorganize the Company into any other legal form; (6vi) amend this Agreement; (7vii) approve a merger or consolidation with another personPerson; (8) viii) sell all or substantially all of the assets of the Company; (9ix) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members Members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10x) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11xi) operate the Company in such a manner that the Company becomes an “"investment company” " for purposes of the Investment Company Act of 1940; (12xii) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person Person who is a director or officer of the Companyofficer; (13xiii) settle any litigation or arbitration with any third party, any Member, or any affiliate Affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14xiv) materially change any of the tax reporting positions or elections of the Company; (15xv) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s 's total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic interests in the Company to any Person and admit such Person as a member; ; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5) change or reorganize the Company into any other legal form; (6) amend this Agreement; (7) approve a merger or consolidation with another person; (8) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (13) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14) materially change any of the tax reporting positions or elections of the Company; (15) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.

Consent Required. The i) None of the Members, Managers, directors or officers of the Company or the Funding Agent (in the exercise of the LLC Arrangement) shall: (1) do any act in contravention of this Agreement; (2) cause the Company to engage in any business not permitted by the Certificate or the terms of this Agreement; (3) cause the Company to take any action that would make it impossible to carry on the usual course of business of the Company (except to the extent expressly provided for hereunder); it being hereby agreed that any actions necessary to comply with the Company’s obligations under the Credit Agreement are in the ordinary course of the Company’s business; or (4) possess Company property or assign rights in Company property other than for Company purposes; it being hereby agreed that any actions necessary to comply with the Company’s obligations under the Credit Agreement are within the Company’s purposes. ii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, one hundred percent (100%) of the Votes shall be required to: (1) issue limited liability company interests in the Company to any person; (2) change or reorganize the Company into any other legal form; (3) approve a merger or consolidation of the Company with another person; (4) sell all or substantially all of the assets of the Company; or (5) voluntarily dissolve the Company. iii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, the affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic limited liability company interests in the Company to any Person and admit such Person as a memberperson; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the ManagerManager (and the Board); (54) change or reorganize the Company into any other legal form; (6) amend this Agreement; (75) approve a merger or consolidation of the Company with another person; (8) 6) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (117) operate the Company in such a manner that the Company becomes an “"investment company” " for purposes of the Investment Company Act of 1940; (12) 8) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or an officer of the Company; (139) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (1410) materially change any of the tax reporting positions or elections of the Company; (1511) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s 's total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or; (1612) make or incur any secured or unsecured indebtedness which, which individually or in the aggregate, aggregate exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowingborrowing (including obligations under the Credit Agreement and the Loan Documents (as defined in the Credit Agreement), all of which have been, and are hereby, ratified and confirmed), (ii) any indebtedness to (or guarantee of indebtedness of) any company entity controlled by or under common control with the Company (“"Intercompany Indebtedness”"), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager; or (13) voluntarily dissolve the Company.

Consent Required. The i) None of the Members, Managers, directors, or officers of the Company shall: (1) do any act in contravention of this Agreement; (2) cause the Company to engage in any business not permitted by the Certificate or the terms of this Agreement; (3) cause the Company to take any action that would make it impossible to carry on the usual course of business of the Company (except to the extent expressly provided for hereunder); or (4) possess Company property or assign rights in Company property other than for Company purposes. ii) One hundred percentage (100%) of the Votes shall be required to: (1) issue limited liability company interests in the Company to any person; (2) change or reorganize the Company into any other legal form; (3) approve a merger or consolidation of the Company with another person; (4) sell all or substantially all of the assets of the Company; or (5) voluntarily dissolve the Company. iii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, the affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic limited liability company interests in the Company to any Person and admit such Person as a memberperson; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the ManagerManager (and the Board); (54) change or reorganize the Company into any other legal form; (6) amend this Agreement; (75) approve a merger or consolidation of the Company with another person; (8) 6) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (117) operate the Company in such a manner that the Company becomes an “"investment company” " for purposes of the Investment Company Act of 1940; (12) 8) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (139) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (1410) materially change any of the tax reporting positions or elections of the Company; (1511) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s 's total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or; (1612) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company entity controlled by or under common control with the Company (“Intercompany Indebtedness”"INTERCOMPANY INDEBTEDNESS"), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.; or (13) voluntarily dissolve the Company,

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic interests in the Company to any Person and admit such Person as a member; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5) change or reorganize the Company into any other legal form; (6) amend this Agreement; (7) approve a merger or consolidation with another person; (8) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (13) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14) materially change any of the tax reporting positions or elections of the Company; (15) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1i) alter the primary purposes of the Company as set forth in Section 2; (2; ii) issue economic membership interests in the Company to any Person and admit such Person as a member; (3iii) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4iv) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5v) change or reorganize the Company into any other legal form; (6vi) amend this Agreement; (7vii) approve a merger or consolidation with another personPerson; (8) viii) sell all or substantially all of the assets of the Company; (9ix) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10x) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11xi) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12xii) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person Person who is a director or officer of the Companyofficer; (13xiii) settle any litigation or arbitration with any third party, any Membermember, or any affiliate of any Membermember, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14xiv) materially change any of the tax reporting positions or elections of the Company; (15xv) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16xvi) make or incur any secured or unsecured indebtedness which, individually or in the aggregate, exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1i) alter the primary purposes of the Company as set forth in Section 2; (2; ii) issue economic membership interests in the Company to any Person and admit such Person as a memberMember; (3iii) do any act in contravention of this Agreement or any resolution of the membersMembers, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4iv) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5v) change or reorganize the Company into any other legal form; (6vi) amend this Agreement; (7vii) approve a merger or consolidation with another personPerson; (8) viii) sell all or substantially all of the assets of the Company; (9ix) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members Members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10x) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11xi) operate the Company in such a manner that the Company becomes an “investment company” " for purposes of the Investment Company Act of 1940; (12xii) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person Person who is a director or officer of the Companyofficer; (13xiii) settle any litigation or arbitration with any third party, any Member, or any affiliate Affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14xiv) materially change any of the tax reporting positions or elections of the Company; (15xv) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s 's total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16xvi) make or incur any secured or unsecured indebtedness which, which individually or in the aggregate, aggregate exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“"Intercompany Indebtedness”"), (iii) the pledge of any assets to support any otherwise permissible permissable indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the he Manager.

Consent Required. The affirmative vote, approval, consent or ratification of the Manager shall be required to: (1i) alter the primary purposes of the Company as set forth in Section 2; (2; ii) issue economic membership interests in the Company to any Person and admit such Person as a memberMember; (3iii) do any act in contravention of this Agreement or any resolution of the membersMembers, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4iv) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the Manager; (5v) change or reorganize the Company into any other legal form; (6vi) amend this Agreement; (7vii) approve a merger or consolidation with another personPerson; (8) viii) sell all or substantially all of the assets of the Company; (9ix) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members Members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10x) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (11; xi) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12xii) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person Person who is a director or officer of the Companyofficer; (13xiii) settle any litigation or arbitration with any third party, any Member, or any affiliate Affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (14xiv) materially change any of the tax reporting positions or elections of the Company; (15xv) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or (16xvi) make or incur any secured or unsecured indebtedness which, which individually or in the aggregate, aggregate exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowing, (ii) any indebtedness to (or guarantee of indebtedness of) any company controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager.

Consent Required. The i) None of the Members, Managers, directors or officers of the Company or the Funding Agent (in the exercise of the LLC Arrangement) shall: (1) do any act in contravention of this Agreement; (2) cause the Company to engage in any business not permitted by the Certificate or the terms of this Agreement; (3) cause the Company to take any action that would make it impossible to carry on the usual course of business of the Company (except to the extent expressly provided for hereunder); it being hereby agreed that any actions necessary to comply with the Company’s obligations under the Credit Agreement are in the ordinary course of the Company’s business; or (4) possess Company property or assign rights in Company property other than for Company purposes; it being hereby agreed that any actions necessary to comply with the Company’s obligations under the Credit Agreement are within the Company’s purposes. ii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, one hundred percent (100%) of the Votes shall be required to: (1) issue limited liability company interests in the Company to any person; (2) change or reorganize the Company into any other legal form; (3) approve a merger or consolidation of the Company with another person; (4) sell all or substantially all of the assets of the Company; or (5) voluntarily dissolve the Company. iii) In addition to any approval that may be required under Section 15(b) to the extent amendment of this Agreement is required for any of the following actions, the affirmative vote, approval, consent or ratification of the Manager shall be required to: (1) alter the primary purposes of the Company as set forth in Section 2; (2) issue economic limited liability company interests in the Company to any Person and admit such Person as a memberperson; (3) do any act in contravention of this Agreement or any resolution of the members, or cause the Company to engage in any business not authorized by the Certificate or the terms of this Agreement or that which would make it impossible to carry on the usual course of business of the Company; (4) enter into or amend any agreement which provides for the management of the business or affairs of the Company by a person other than the ManagerManager (and the Board); (54) change or reorganize the Company into any other legal form; (6) amend this Agreement; (75) approve a merger or consolidation of the Company with another person; (8) 6) sell all or substantially all of the assets of the Company; (9) change the status of the Company from one in which management is vested in the Manager to one in which management is vested in the members or in any other manager, other than as may be delegated to the Board and the officers hereunder; (10) possess any Company property or assign the rights of the Company in specific Company property for other than a Company purpose; (117) operate the Company in such a manner that the Company becomes an “investment company” for purposes of the Investment Company Act of 1940; (12) 8) except as otherwise provided or contemplated herein, enter into any agreement to acquire property or services from any person who is a director or officer of the Company; (139) settle any litigation or arbitration with any third party, any Member, or any affiliate of any Member, except for any litigation or arbitration brought or defended in the ordinary course of business where the present value of the total settlement amount or damages will not exceed $5,000,000; (1410) materially change any of the tax reporting positions or elections of the Company; (1511) make or commit to any expenditures which, individually or in the aggregate, exceed or are reasonably expected to exceed the Company’s total budget (as approved by the Manager) by the greater of 5% of such budget or Five Million Dollars ($5,000,000); or; (1612) make or incur any secured or unsecured indebtedness which, which individually or in the aggregate, aggregate exceeds Five Million Dollars ($5,000,000), provided that this restriction shall not apply to (i) any refinancing of or amendment to existing indebtedness which does not increase total borrowingborrowing (including obligations under the Credit Agreement and the Loan Documents (as defined in the Credit Agreement), all of which have been, and are hereby, ratified and confirmed), (ii) any indebtedness to (or guarantee of indebtedness of) any company entity controlled by or under common control with the Company (“Intercompany Indebtedness”), (iii) the pledge of any assets to support any otherwise permissible indebtedness of the Company or any Intercompany Indebtedness or (iv) indebtedness necessary to finance a transaction or purchase approved by the Manager; or (13) voluntarily dissolve the Company.