Common use of Independent Activities; Transactions With Affiliates Clause in Contracts

Independent Activities; Transactions With Affiliates. The Governors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that they deem appropriate in their discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall: (i) prevent any Member or Governor or their Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member; or (ii) require any Member or Governor to permit the Company or any other Governor or Member or their Affiliates to participate in any such activities. As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Governors are hereby authorized to cause the Company to purchase Property from, sell Property to, or otherwise deal with, any Member (including any Member who is also a Governor), or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been entered into with an independent third party. If the Governors, as fiduciaries of the Company, determine that it is in the Company’s best interests to enter into a material transaction with any Member or person known by the Governors to be an Affiliate of any Member, such transaction shall be embodied in a written contract and the material terms of said contract shall be disclosed to the Members. The approval of such transaction will require a vote of a majority of the Independent Governors, as defined in Section 1.10. In addition to such a vote, the Independent Governors shall form a committee pursuant to Section 5.17 to review said transaction and contract to ensure that the proper procedures for approving the transaction are followed and that such transaction is in fact no less favorable to the Company than if the transaction had been entered into with an independent third party. The Committee shall report its findings to the entire Board within thirty (30) days of entering into such transaction with the Member or Affiliate.

Independent Activities; Transactions With Affiliates. The Governors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that they deem appropriate in their discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall: (i) prevent any Member or Governor or their Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member; or (ii) require any Member or Governor to permit the Company or any other Governor or Member or their Affiliates to participate in any such activities. As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Governors are hereby authorized to cause the Company to purchase Property from, sell Property to, or otherwise deal with, any Member (including any Member who is also a Governor), or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been entered into with an independent third partyparty in the same geographic location who provides comparable goods or services which could reasonably be made available to the Company. If For such transactions the GovernorsGovernors shall, as fiduciaries fiduciaries, determine such arrangements are in the best interest of the Company, determine that it is in the Company’s best interests to enter into a material transaction with any Member or person known by the Governors to be an Affiliate of any Member, . All such transaction transactions shall be embodied in a written contract and contract, the material terms of said contract which shall be fully disclosed to the Members. The approval of such transaction will require Such a contract may only be modified by vote of a majority of the Independent Governors, as defined then outstanding Membership Interest. Such a contract shall contain a clause allowing termination without penalty on sixty (60) days notice. Governors shall not engage in Section 1.10reciprocal business arrangements which circumvent any restrictions contained in the Agreement against dealing with Affiliates. In addition to such a voteaddition, Officers and Governors can only purchase the Independent Governors shall form a committee pursuant to Section 5.17 to review said transaction and contract to ensure that the proper procedures for approving the transaction are followed and that such transaction is in fact no less favorable Company’s securities being sold to the Company than if the transaction had been entered into with an independent third party. The Committee shall report its findings public at a price equal to the entire Board within thirty (30) days of entering into such transaction with the Member or Affiliatethat paid by unaffiliated purchasers.

Independent Activities; Transactions With Affiliates. The Governors Managers shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that they deem appropriate in their discretion. Neither However, following substantial completion of the first Facility, no Manager or officer shall serve as director, manager or officer of, or be employed by, any other ethanol or biofuels plant where the Manager’s or officer’s relationship, in the sole and absolute determination of the Board, presents a potential conflict of interest. Subject to any confidentiality agreements with or for the benefit of the Company and the foregoing limitations, neither this Agreement nor any activity undertaken pursuant hereto shall: (i) prevent any Member or Governor Manager or their Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member; or (ii) require any Member or Governor Manager to permit the Company or any other Governor Manager or Member or their Affiliates to participate in any such activities. As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Governors Managers are hereby authorized to cause the Company to purchase Property from, sell Property to, or otherwise deal with, any Member (including any Member who is also a GovernorManager), or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been entered into with an independent third party. If the Governors, as fiduciaries of the Company, determine that it is in the Company’s best interests to enter into a material transaction with any Member or person known by the Governors to be an Affiliate of any Member, such transaction shall be embodied in a written contract and the material terms of said contract shall be disclosed to the Members. The approval of such transaction will require a vote of a majority of the Independent Governors, as defined in Section 1.10. In addition to such a vote, the Independent Governors shall form a committee pursuant to Section 5.17 to review said transaction and contract to ensure that the proper procedures for approving the transaction are followed and that such transaction is in fact no less favorable to the Company than if the transaction had been entered into with an independent third party. The Committee shall report its findings to the entire Board within thirty (30) days of entering into such transaction with the Member or Affiliate.

Independent Activities; Transactions With Affiliates. The Governors shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that they deem appropriate in their discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall: (i) prevent any Member or Governor or their Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member; or (ii) require any Member or Governor to permit the Company or any other Governor or Member or their Affiliates to participate in any such activities. As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Governors are hereby authorized to cause the Company to purchase Property from, sell Property to, or otherwise deal with, any Member (including any Member who is also a Governor), or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been entered into with an independent third partyparty in the same geographic location who provides comparable goods or services which could reasonably be made available to the Company. If For such transactions the GovernorsGovernors shall, as fiduciaries fiduciaries, determine such arrangements are in the best interest of the Company, determine that it is in the Company’s best interests to enter into a material transaction with any Member or person known by the Governors to be an Affiliate of any Member, . All such transaction transactions shall be embodied in a written contract and contract, the material terms of said contract which shall be fully disclosed to the Members. The approval of such transaction will require a vote of a majority of Governors shall not engage in reciprocal business arrangements which circumvent any restrictions contained in the Independent Governors, as defined in Section 1.10Agreement against dealing with Affiliates. In addition to such a voteaddition, Officers and Governors can only purchase the Independent Governors shall form a committee pursuant to Section 5.17 to review said transaction and contract to ensure that the proper procedures for approving the transaction are followed and that such transaction is in fact no less favorable Company’s securities being sold to the Company than if the transaction had been entered into with an independent third party. The Committee shall report its findings public at a price equal to the entire Board within thirty (30) days of entering into such transaction with the Member or Affiliatethat paid by unaffiliated purchasers.

Independent Activities; Transactions With Affiliates. (a) The Governors Managing Member shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the CompanyCompany and its subsidiaries, and shall be free to serve any other Person or enterprise in any capacity that they such Managing Member may deem appropriate in their his, her or its discretion. Neither (b) Insofar as permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall: (i) shall prevent any Member or Governor or their its Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member; , or (ii) require any Member or Governor to permit the Company or any other Governor or Member or their its Affiliates to participate in any such activities. As , and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes relinquishes, and renounces any such right or claim of participation. (c) To the extent permitted by applicable law and subject to the provisions of this Agreement, in furtherance of the Governors are purposes of the Company set forth in Section 1.3, the Managing Member is hereby authorized to cause the Company to purchase Property property (other than real property) from, sell Property such property to, or otherwise deal withwith any Member, any Member (including any Member who is also a Governor)acting on its own behalf, or any Affiliate of any Member; , provided that any such purchase, sale sale, or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase purchase, or other transaction had been entered into made with an independent third party. (d) The Members hereby agree that the transactions evidenced by the REMIC Administration Agreement, the Aircraft Interest Purchase Agreement, the Assignment and Assumption Agreement, the London Branch Contribution Agreement, any Permitted Investments, the Debt Securities, and any Recapitalization Note satisfy the standard set forth in Section 1.9(c) hereof and specifically authorize the Managing Member to enter into said agreements, all without any further action, consent, or approval of any other Person. (e) Each Member and any Affiliate thereof may also lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with the Company and, subject to other applicable law, has the same rights and obligations with respect thereto as a Person who is not a Member. If the Governorsa Member or any Affiliate thereof is a lender, in exercising its rights as fiduciaries a lender, including making its decision on whether to foreclose on Property of the Company, determine that it is in the Company’s best interests such lender will have no duty to enter into consider (i) its status as a material transaction with any Member Member, Managing Member, or person known by the Governors to be an Affiliate of any a Member or Managing Member, such transaction shall be embodied in a written contract and (ii) the material terms of said contract shall be disclosed to the Members. The approval of such transaction will require a vote of a majority interests of the Independent GovernorsCompany, as defined in Section 1.10. In addition to such a vote, the Independent Governors shall form a committee pursuant to Section 5.17 to review said transaction and contract to ensure that the proper procedures for approving the transaction are followed and that such transaction is in fact no less favorable or (iii) any duty it may have to the Company than if the transaction had been entered into with an independent third partyor any other Person. The Committee shall report its findings to the entire Board within thirty (30) days of entering into such transaction with the Member or Affiliate.1.10

Independent Activities; Transactions With Affiliates. (a) The Governors Manager shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the CompanyCompany and its interest in PCI Air LLC; and Affiliates of the Manager and, so long as the Manager is in satisfaction of its obligations pursuant to Sections 5.1 and 5.2 hereof, the Manager shall be free to serve any other Person or enterprise in any capacity that they it may deem appropriate in their its discretion. Neither (b) Insofar as permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall: (i) shall prevent any Member or Governor the Manager or their Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member; , or (ii) require any Member or Governor the Manager to permit the Company or any other Governor or Member or their its Affiliates to participate in any such activities. As , and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby .hereby waives, relinquishes relinquishes, and renounces any such right or claim of participation. (c) To the extent permitted by applicable law and subject to the provisions of this Agreement, in furtherance of the Governors are purposes of the Company set forth in Section 1.3, the Manager is hereby authorized to cause the Company to purchase Property property (whether real, personal or mixed) from, sell Property to, to or otherwise deal with, with any Member (including any Member who is also a Governor)or the Manager, acting on its own behalf, or any Affiliate of any MemberMember or Manager; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been entered into made with an independent third party. If (d) Notwithstanding Section 1.9(c), the GovernorsManager, as fiduciaries on behalf of the Company, determine that it is in hereby authorized to cause the Company’s best interests Company to enter into the transactions evidenced by, and perform its obligations under, the AMP Funding Contribution Agreement, the RAMP Investments Contribution Agreement, the Assumption Agreements, the Operating Agreement of PCI Air Management Partners, L.L.C., the PCI Master Lease, any PCI Note and the Aircraft Lease Documents, all without any further action, consent or approval of any Person. (e) Each Member and Manager and any Affiliate thereof may also lend money to, borrow money from, act as a material transaction surety, guarantor or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with any the Company and, subject to other applicable law, has the same rights and obligations with respect thereto as a Person who is not a Member. If a Member or person known by any Affiliate thereof is a lender, in exercising its rights as a lender, including making its decision on whether to foreclose on property of the Governors Company, such lender will have no duty to be consider (i) its status as a Member or an Affiliate of any a Member, such transaction shall be embodied in a written contract and (ii) the material terms of said contract shall be disclosed to the Members. The approval of such transaction will require a vote of a majority interests of the Independent GovernorsCompany, as defined in Section 1.10. In addition to such a vote, the Independent Governors shall form a committee pursuant to Section 5.17 to review said transaction and contract to ensure that the proper procedures for approving the transaction are followed and that such transaction is in fact no less favorable or (iii) any duty it may have to the Company than if the transaction had been entered into with an independent third party. The Committee shall report its findings to the entire Board within thirty (30) days of entering into such transaction with the Member or Affiliateany other Person.

Independent Activities; Transactions With Affiliates. The Governors Each Director shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, Company and shall be free to serve any other Person or enterprise in any capacity that they the Director may deem appropriate in their such Director’s discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall: shall (ia) prevent any Member or Governor Director or their Affiliates its Affiliates, acting on its own behalf, from engaging in whatever activities they choosehe, she or it chooses (including, specifically, being a member, officer, director or employee of Siouxland Ethanol), whether the same are competitive with the Company or its Affiliates or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member; or (iib) require any Member or Governor Director to permit the Company or any other Governor Director or Member or their its Affiliates to participate in any such activities. As , and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes relinquishes, and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Governors are Board of Directors is hereby authorized to cause the Company to purchase Property from, sell Property to, to or otherwise deal with, with any Member (including any Member who is also a Governor), Director) or any Affiliate of any Member; , acting on its, his or her own behalf, provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been entered into made with an independent third party. If the Governors, as fiduciaries of the Company, determine that it is in the Company’s best interests to enter into a material transaction with any Member or person known by the Governors to be an Affiliate of any Member, such transaction shall be embodied in a written contract and the material terms of said contract shall be disclosed to the Members. The approval of such transaction will require a vote of a majority of the Independent Governors, as defined in Section 1.10. In addition to such a vote, the Independent Governors shall form a committee pursuant to Section 5.17 to review said transaction and contract to ensure that the proper procedures for approving the transaction are followed and that such transaction is in fact no less favorable to the Company than if the transaction had been entered into with an independent third party. The Committee shall report its findings to the entire Board within thirty (30) days of entering into such transaction with the Member or Affiliate.

Independent Activities; Transactions With Affiliates. The Governors (a) Each Manager shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the CompanyCompany and its Subsidiaries, and shall be free to serve any other Person or enterprise in any capacity that they such Manager may deem appropriate in their his, her or its discretion. Neither (b) Insofar as permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall: (i) shall prevent any Member or Governor Manager or their Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member; , or (ii) require any Member or Governor Manager to permit the Company or any other Governor Manager or Member or their its Affiliates to participate in any such activities. As , and as a material part of the consideration for the execution of this Agreement by each Member, each Member and Manager hereby waives, relinquishes relinquishes, and renounces any such right or claim of participation. (c) To the extent permitted by applicable law and subject to the provisions of this Agreement, in furtherance of the Governors are purposes of the Company set forth in Section 1.3, the Management Committee is hereby authorized to cause the Company to purchase Property property (whether real, personal or mixed) from, sell Property to, such property to or otherwise deal with, with any Member (including any Member who is also a Governor)or Manager, acting on its own behalf, or any Affiliate of any MemberMember or Manager; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been entered into made with an independent third party. (d) The Members hereby agree that the transactions evidenced by the Contribution Agreements, the Assumption Agreements, the RAMP Investments Operating Agreement, the Guaranty of Obligations and the Aircraft Lease Documents satisfy the standard set forth in Section 1.9(c) hereof and specifically authorize the Managers to enter into said agreements, all without any further action, consent, or approval of any other Person. (e) Each Member and Manager and any Affiliate thereof may also lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with the Company and, subject to other applicable law, has the same rights and obligations with respect thereto as a Person who is not a Member. If the Governorsa Member, Manager or any Affiliate thereof is a lender, in exercising its rights as fiduciaries a lender, including making its decision on whether to foreclose on property of the Company, determine that it is in the Company’s best interests such lender will have no duty to enter into consider (i) its status as a material transaction with any Member Member, Manager or person known by the Governors to be an Affiliate of any Membera Member or Manager, such transaction shall be embodied in a written contract and (ii) the material terms of said contract shall be disclosed to the Members. The approval of such transaction will require a vote of a majority interests of the Independent Governors, as defined in Section 1.10. In addition to such a vote, the Independent Governors shall form a committee pursuant to Section 5.17 to review said transaction and contract to ensure that the proper procedures for approving the transaction are followed and that such transaction is in fact no less favorable Company or (iii) any duty it may have to the Company than if the transaction had been entered into with an independent third partyor any other Person. The Committee shall report its findings to the entire Board within thirty (30) days of entering into such transaction with the Member or Affiliate.1.10

Independent Activities; Transactions With Affiliates. The Governors Managers shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that they deem appropriate in their discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall: (i) prevent any Member or Governor Manager or their Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member; or (ii) require any Member or Governor Manager to permit the Company or any other Governor Manager or Member or their Affiliates to participate in any such activities. As a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Governors Managers are hereby authorized to cause the Company to purchase Property from, sell Property to, or otherwise deal with, any Member (including any Member who is also a GovernorManager), or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been entered into with an independent third partyparty in the same geographic location who provides comparable goods or services which could reasonably be made available to the Company. If For such transactions the GovernorsManagers shall, as fiduciaries fiduciaries, determine such arrangements are in the best interest of the Company, determine that it is in the Company’s best interests to enter into a material transaction with any Member or person known by the Governors to be an Affiliate of any Member, . All such transaction transactions shall be embodied in a written contract and contract, the material terms of said contract which shall be fully disclosed to the Members. The approval of such transaction will require Such a contract may only be modified by vote of a majority of the Independent Governors, as defined then outstanding Membership Interest. Such a contract shall contain a clause allowing termination without penalty on sixty (60) days notice. Managers shall not engage in Section 1.10reciprocal business arrangements which circumvent any restrictions contained in the Agreement against dealing with Affiliates. In addition to such a voteaddition, Officers and Managers can only purchase the Independent Governors shall form a committee pursuant to Section 5.17 to review said transaction and contract to ensure that the proper procedures for approving the transaction are followed and that such transaction is in fact no less favorable Company’s securities being sold to the Company than if the transaction had been entered into with an independent third party. The Committee shall report its findings public at a price equal to the entire Board within thirty (30) days of entering into such transaction with the Member or Affiliatethat paid by unaffiliated purchasers.

Independent Activities; Transactions With Affiliates. (a) The Governors Manager shall be required to devote such time to the business and affairs of the Company as may be necessary to manage and operate the CompanyCompany and AIMC; and Affiliates of the Manager and, so long as the Manager is in satisfaction of its obligations pursuant to Sections 5.1 and 5.2 hereof, the Manager shall be free to serve any other Person or enterprise in any capacity that they it may deem appropriate in their its discretion. Neither (b) Insofar as permitted by applicable law, neither this Agreement nor any activity undertaken pursuant hereto shall: (i) shall prevent any Member or Governor the Manager or their Affiliates from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Member; , or (ii) require any Member or Governor the Manager to permit the Company or any other Governor or Member or their its Affiliates to participate in any such activities. As , and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes relinquishes, and renounces any such right or claim of participation. (c) To the extent permitted by applicable law and subject to the provisions of this Agreement, in furtherance of the Governors are purposes of the Company set forth in Section 1.3, the Manager is hereby authorized to cause the Company to purchase Property property (whether real, personal, or mixed) from, sell Property to, to or otherwise deal with, with any Member (including any Member who is also a Governor)or the Manager, acting on its own behalf, or any Affiliate of any MemberMember or Manager; provided that any such purchase, sale or other transaction shall be e made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been entered into made with an independent third party. If (d) Notwithstanding Section 1.9(c), the GovernorsManager, as fiduciaries on behalf of the Company, determine that it is in hereby authorized to cause the Company’s best interests Company to enter into the transactions evidenced by, and perform its obligations under, the RAMP Investments Contribution Agreement, the PCI Master Lease, any PCI Note, and the Aircraft Lease Documents, all without any further action, consent, or approval of any other Person. (e) Each Member and Manager and any Affiliate thereof may also lend money to, borrow money from, act as a material transaction surety, guarantor or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with any the Company and, subject to other applicable law, has the same rights and obligations with respect thereto as a Person who is not a Member. If a Member or person known by any Affiliate thereof is a lender, in exercising its rights as a lender, including making its decision on whether to foreclose on property of the Governors Company, such lender will have no duty to be consider (i) its status as a Member or an Affiliate of any a Member, such transaction shall be embodied in a written contract and (ii) the material terms of said contract shall be disclosed to the Members. The approval of such transaction will require a vote of a majority interests of the Independent GovernorsCompany, as defined in Section 1.10. In addition to such a vote, the Independent Governors shall form a committee pursuant to Section 5.17 to review said transaction and contract to ensure that the proper procedures for approving the transaction are followed and that such transaction is in fact no less favorable or (iii) any duty it may have to the Company than if the transaction had been entered into with an independent third partyor any other Person. The Committee shall report its findings to the entire Board within thirty (30) days of entering into such transaction with the Member or Affiliate.1.10