Common use of Independent Managers Clause in Contracts

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Managers. Of (a) From the authorized number of Managers provided date each Indenture is entered into by the Company until such date as each such Indenture entered into by the Company has been satisfied and discharged in Section 7.03 hereoffull in accordance with its terms, the Board Member shall cause the Company at all times to have at least two individuals who are Independent Managers, each of whom shall be appointed by the Member. All right, power and authority of the Independent Managers (as defined shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Section 7.16) who are acting as Managersthis Agreement. So long as any Securities are outstanding, this Section The Independent Managers shall not be amendeddelegate their rights, altered duties, authorities or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agencyresponsibilities hereunder. To the fullest extent permitted by law, including including, without limitation, Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, each of the Independent Managers shall consider only the interests of the Company, including Company and its creditors, Member and creditors in acting or otherwise voting on matters subject to the matters referred to in Section 5.02vote of the Board of Managers that require the approval of the Independent Managers. Except for In exercising their rights and performing their duties under this Agreement, the Independent Managers shall have a fiduciary duty of loyalty and care to the Company and its Member and creditors similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Manager shall at any time serve as set forth a trustee in bankruptcy for the Company or any of its Affiliates. Except as provided in this Agreement, an Independent Manager shall not bind the Company. Notwithstanding anything in the immediately preceding sentence (including duties Act or this Agreement to the Member and contrary, the Company’s creditors solely Independent Managers may only act, vote or otherwise participate in the business of the Company to the extent of their respective economic interests in the Company but excluding (i) all other interests matters expressly requiring the approval of the Member, (ii) Independent Managers pursuant to this Agreement. In all cases where the interests of other Affiliates approval of the Company, and (iii) the interests of any group of Affiliates of which the Company Independent Managers is a part)not expressly required pursuant to this Agreement, the Independent Managers shall not have any fiduciary duties be entitled to notice of the Member or any other Person bound by this Agreement; providedmeetings of the Board, however, the foregoing shall not eliminate be entitled to attend meetings of the implied contractual covenant Board and shall not count at meetings of good faith and fair dealingthe Board for purposes of constituting a quorum. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. (b) From the date each Indenture is entered into by the Company until such date as each such Indenture entered into by the Company has been satisfied and discharged in full in accordance with its terms, the Independent Managers may be removed by the Member or the Board with or without cause. No From the date each Indenture is entered into by the Company until such date as each such Indenture entered into by the Company has been satisfied and discharged in full in accordance with its terms, to the fullest extent permitted by law, no resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such the successor Independent Manager shall have executed accepted its appointment by a written instrument, which may be a counterpart signature page to this the Management Agreement. In the event of a any vacancy in the position of Independent ManagerManager from the date each Indenture is entered into by the Company until such date as each such Indenture entered into by the Company has been satisfied and discharged in full in accordance with its terms, (x) the Member shall appoint a substitute Independent Manager as promptly as commercially practicable thereafter, and (y) until there are at least two Independent Managers appointed in the manner provided herein the Board shall not vote on any matter requiring the approval of the Independent Managers. The Member shall provide not less than ten (10) calendar days’ prior written notice to the Company of the replacement or appointment of any Manager that is to serve as an Independent Manager for purposes of this Agreement. As a condition to the effectiveness of any such replacement or appointment, the Member shall, as soon as practicable, appoint a successor shall certify to the Company that the designated Person satisfied the criteria set forth in the definition of “Independent Manager. All right” and the Board shall acknowledge in writing, power that in the Board’s reasonable judgment, the designated Person satisfies the criteria set forth in the definition of “Independent Manager.” From the date each Indenture is entered into by the Company until such date as each such Indenture entered into by the Company has been satisfied and authority discharged in full in accordance with its terms, the failure of the Member to comply with the procedures applicable to any replacement or appointment of an Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically Manager set forth in this Agreement Section 11 shall cause the appointment or replacement to be null and void for all purposes under this Agreement. (c) The provisions of this Section 11 shall only apply and the Company shall be required to maintain Independent Managers shall otherwise have no authority to bind from the Company. No Independent Manager shall at any time serve date each Indenture is entered into by the Company until such date as trustee each such Indenture entered into by the Company has been satisfied and discharged in bankruptcy for any Affiliate of the Companyfull in accordance with its terms.

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereof, the Board (a) The Company shall have at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long One Independent Manager shall be appointed by the Member and the other Independent Manager shall be appointed by PSCWV in accordance with Section 3.04(e). The Independent Managers may not delegate their duties, authorities or responsibilities hereunder. If any Independent Manager resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the unanimous affirmative vote of the Managers shall be taken until a successor Independent Manager is appointed by the Member or the PSCWV as applicable and such successor Independent Manager qualifies and approves such action. (b) Notwithstanding any Securities are outstandingother provision of this Agreement and any provision of law that otherwise so empowers the Company, this Section the Member, any Special Member, any Manager or any other Person, the Company shall not be amendednot, altered or repealed and neither the Member nor any Special Member nor any Manager nor any other Person on behalf of the Company shall, without the written prior unanimous consent of 100% the Managers, including each of the Board (including Independent Managers, do any of the following: (i) engage in any business or activity other than those set forth in Article II; (ii) except as provided in the Basic Documents, incur any indebtedness, other than the Environmental Control Bonds, obligations under agreements with notice third party credit enhancers and swap or hedge agreement counterparties relating to any Series of Environmental Control Bonds and ordinary course expenses incurred in accordance with Article II, or assume or guarantee any indebtedness of any other entity; (iii) make a general assignment for the benefit of creditors; (iv) file a petition commencing a voluntary bankruptcy case; (v) file a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (vi) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, or the entry of any order appointing a trustee, liquidator or receiver of the Company or of the Company’s assets or any substantial portion thereof; (vii) seek, consent to or acquiesce in the appointment of a trustee, receiver or liquidator of the Company or of all or any substantial part of the Company’s assets; (viii) consolidate, convert or merge with or into any other entity or convey or transfer substantially all of the Company’s properties and assets substantially as an entirety to any entity; or (ix) amend this Agreement or take any action in furtherance of any such amendment provided promptly action. With regard to any action contemplated by the preceding sentence, or with regard to any action taken or determination made at any time when the Company is insolvent, each Rating Agency. To Independent Manager will, to the fullest extent permitted by law, owe its primary fiduciary duty to the Company (including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests creditors of the Company). (c) At all times, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests one of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties been selected by and shall be subject to removal by the Member or any other Person bound by this Agreement; provided, however, the foregoing PSCWV and shall not eliminate the implied contractual covenant of good faith and fair dealingbe an Independent Manager. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Such Independent Manager shall not be liable compensated in accordance with the terms of the Financing Order The Company shall submit the name of a proposed Independent Manager to the CompanyPSCWV, and the PSCWV shall either affirmatively approve or disapprove the appointment of such Person as an Independent Manger within fifteen days. If the PSCWV does not approve or disapprove such proposal within fifteen days, such PSCWV approval shall have been deemed to have been made. If the PSCWV disapproves such proposal, the Member or PSCWV may select any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties)individual the PSCWV deems appropriate, unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of so long as such individual qualifies as an “Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited ” pursuant to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Companydefinition herein.

Independent Managers. Of (a) The Person identified on Schedule A is designated as the authorized number initial Independent Manager of Managers provided in Section 7.03 hereof, the Board Company. (b) The Member shall cause the Company to at all times have at least two individuals one Independent Manager who are Independent Managers (as defined in Section 7.16) who are acting as Managerswill be appointed by the Member. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without In the written consent event of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth a vacancy in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent position of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the CompanyManager, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties)shall, unless the as soon as practicable, appoint a successor Independent Manager acted in bad faith or engaged in willful misconductManager. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In The Independent Manager is a “manager” within the event meaning of a vacancy in the position of Independent ManagerAct, the Member shall, as soon as practicable, appoint a successor Independent Manager. All provided that all right, power and authority of the Independent Managers Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers Manager shall otherwise have no authority to bind the CompanyCompany or any Series. No action requiring the unanimous affirmative vote or written consent of the Independent Manager shall at Managers may be taken unless the Independent Managers approve such action. When voting on matters subject to the vote of the Independent Managers, including those matters specified in Section 3.3(c), notwithstanding that the Company is not then insolvent, each Independent Manager, will, to the fullest extent permitted by law, owe its fiduciary duties to the Company and will take into account the interests of the Company (including its creditors (including the Registered Pledgees), the Member and the Holders). (c) Notwithstanding any time serve as trustee in bankruptcy for other provision of this Agreement and any Affiliate provision of law that otherwise so empowers the Company, the Member, the Holders, the Administrator or any Person on behalf of the Company, none of the Company, the Member, the Holders, the Administrator or any other Person on behalf of the Company shall, without the unanimous consent of the Independent Managers, do any of the following while any Security is outstanding unless the Rating Agency Condition is satisfied in connection therewith: (i) amend Section 2.4 to permit the Company to engage in any activity other than those set forth in Section 2.4 prior to any such amendment; (ii) engage in any activity other than those set forth in Section 2.4 or Section 2.8(g); (iii) amend this Section 3.3(c) or any of Section 2.1(c), Section 2.10, Section 2.8, Section 2.11, Section 2.12, Section 2.13, Section 3.3(b), Section 3.5, Article VIII, Section 11.9 or Section 11.10 or any of the defined terms used directly or indirectly in any such Section or Article; (iv) create, incur or assume any indebtedness, other than pursuant to any transactions entered into in connection with a Permitted Transaction, in each case in accordance with this Agreement, or become or remain liable, directly or contingently, in connection with any indebtedness or other liability of the Member or any of its Affiliates or, except in connection with the Permitted Transactions, any other Person, whether by assumption, guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase, agreement to supply or advance funds, or otherwise; (v) to the fullest extent permitted by law, dissolve or liquidate, in whole or in part, consolidate or merge with or into any other Person or convey or transfer its properties and assets substantially as an entirety to any other Person; or (vi) amend this Agreement or take action, in each case in furtherance of any action described in clauses (i) through (v) above.

Independent Managers. Of The Managing Member shall cause the authorized number of Managers provided in Section 7.03 hereof, the Board shall LLC at all times to have at least two individuals who are (2) Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without appointed by the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManaging Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including LLC and its creditors, respective creditors in acting or otherwise voting on the matters referred in connection with this Agreement. No Independent Manager shall, with regard to any action to be taken under or in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties connection with this Agreement, owe a fiduciary duty or other obligation to the Member nor to any successor member (except as may be specifically required by the statutory law of the applicable jurisdiction) and the Company’s creditors solely every member, including each successor member, shall consent to the extent foregoing by virtue of their respective economic interests such member’s acquisition of a limited liability company interest in the Company but excluding (i) all other interests of the MemberLLC, (ii) the interests of other Affiliates of the Company, and (iii) the interests no further act or deed of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties member being required to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingevidence such consent. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an An Independent Manager shall not may be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, removed and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, Manager will be filled as soon as practicable, appoint a practicable as determined by the Managing Member. No appointment of successor Independent ManagerManagers shall be effective until such successors (a) shall have accepted their appointment as Independent Managers by a written instrument (other than the Initial Independent Managers, who, by their execution hereof, have accepted such appointment) and (b) shall have executed a counterpart of this Agreement. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Sections 4.5 and 6.6 of this Agreement Agreement. Except as provided in the second and the third sentences of this Section 2.8, in exercising their rights and performing their duties under this Agreement, all Independent Managers shall otherwise have no authority a fiduciary duty of loyalty and care similar to bind that of a director of a business corporation organized under the CompanyGeneral Corporation Law of the State of Delaware. No Independent Manager Managers shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyLLC. Each Independent Manager is hereby designated a “manager” of the LLC within the meaning of Section 18-101(10) of the Act.

Independent Managers. Of During the authorized number of Managers provided in Section 7.03 hereofCovered Period: (i) the Company shall have two Independent Managers; (ii) an Independent Manager may not be removed other than by the Managing Member for cause; and (iii) if an Independent Manager should resign or be removed, the Board Managing Member shall at all times appoint another Person as Independent Manager as promptly as possible; provided that, during any interim period when the Company does not have at least two individuals who are (but is required under this Section 14.2 to have) an Independent Manager the Company shall not take any action expressly requiring the Consent of the Independent Managers under Section 5.6.2.3 of this Agreement or under this Section 14.2. The Company shall not, during the Covered Period, without the Consent of each of the Independent Managers (as defined in Section 7.16i) who are acting as Managers. So long as any Securities are outstandingmerge, this Section shall not be amended, altered consolidate or repealed without the written consent of 100% sell substantially all of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests assets of the Company, including its creditors, in acting or otherwise voting on except as permitted under the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the MemberFinancing Documents, (ii) the interests enter into any contract (including any indemnification agreement) or transaction with any Member or any Affiliate of any Member other Affiliates of the Companythan as expressly provided for or contemplated by this Agreement, including pursuant to Section 3.5, Section 4.4, Section 4.5, Section 5.1.2, Section 5.1.3, Section 5.1.4, Section 5.6.2.1(e) and Section 5.10), (iii) amend or modify the interests Certificate or the provisions of any group Section 2.7 of Affiliates of which the Company is a part)this Agreement, the Independent Managers shall not have any fiduciary duties to the Member (iv) permit DS Holdings or any other Person bound Subsidiary to incur, assume or otherwise become obligated for any indebtedness except as permitted by this Agreement; providedthe Financing Documents, however, or (v) create or permitting to exist any Lien on any property of DS Holdings or any Subsidiary except pursuant to or as permitted under the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingFinancing Documents. To the fullest extent permitted by law, including Section 18-1101(e) of the Actapplicable Law, an Independent Manager shall not be liable allowed to voluntarily resign until such time as a replacement has been selected and taken office. In connection with any consent or other act or omission to consent or other act by an Independent Manager under this Agreement or otherwise, the Independent Managers shall each owe a fiduciary duty to the Members solely to the extent required by the Act and other applicable Law and shall also owe a fiduciary duty to the Company as whole, including the creditors of the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those the rights and perform those duties specifically set forth in this Agreement and Agreement. To the extent permitted by Law, the Independent Managers shall not be liable, responsible or accountable for damages or otherwise have no to the Company or the Members for any act or omission in a manner reasonably believed by the Independent Managers to be within the scope of the authority granted to bind the Companythem by this Agreement. No Independent Manager Member shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. The current Independent Managers are [Xxxxxx X. Xxxx and Xxxxxxxx X. Xxxxxxxx].

Independent Managers. Of the authorized number (a) The organizational documents of Managers provided in Section 7.03 hereof, the Board Borrower shall provide that at all times have there shall be, and Borrower shall cause there to be, at least two individuals duly appointed Independent Managers of Borrower reasonably satisfactory to Lender each of whom are not at the time of such individual's initial appointment, and shall not have been at any time during the preceding five (5) years, and shall not be at any time while serving as a director of Borrower, either (i) a shareholder (or other equity owner) of, or an officer, director, partner, manager, member (other than as a Special Member in the case of single member Delaware limited liability companies), employee, attorney or counsel of, Borrower, or any of their respective shareholders, partners, members, subsidiaries or affiliates; (ii) a customer or creditor of, or supplier to, Borrower or any of its respective shareholders, partners, members, subsidiaries or affiliates who derives any of its purchases or revenue from its activities with Borrower or any Affiliate of any of them; (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, manager, member, employee, supplier, creditor or customer; or (iv) a member of the immediate family of any such shareholder, officer, director, partner, manager, member, employee, supplier, creditor or customer. (b) The organizational documents of Borrower shall provide that the board of managers of Borrower shall not take any action which, under the terms of any certificate of incorporation, by-laws, articles of organization, operating agreement or any voting trust agreement with respect to any common stock or membership interest (as applicable), requires a unanimous vote of the board of managers of Borrower unless at the time of such action there shall be at least two members of the board of managers who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstandingBorrower will not, this Section shall not be amended, altered or repealed without the unanimous written consent of 100% its board of the Board managers including each Independent Manager, on behalf of itself or Mortgage Borrower (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding applicable) (i) all other interests file or consent to the filing of the Memberany petition, either voluntary or involuntary, to take advantage of any applicable Creditors Rights Laws; (ii) seek or consent to the interests appointment of other Affiliates of the Companya receiver, and liquidator or any similar official; (iii) take any action that might cause such entity to become insolvent; or (iv) make an assignment for the interests benefit of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Companycreditors.

Independent Managers. Of The Member shall cause the authorized number of Managers provided in Section 7.03 hereof, the Board shall Company at all times to have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice , each of such amendment provided promptly to each Rating Agencywhom will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, each of the Independent Managers shall consider only the interests of the Company, including Company and its creditors, creditors in acting or otherwise voting on matters subject to the vote of the Board of Managers, including those matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (iSections 10(j)(iii) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a partiv), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such the successor Independent Manager shall have executed accepted its appointment by a written instrument, which may be a counterpart signature page to this the Management Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement Agreement. Except as provided in the second sentence of this Section 11, in exercising their rights and performing their duties under this Agreement, the Independent Managers shall otherwise have no authority a fiduciary duty of loyalty and care to the Company and its creditors similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. Except as provided in this Agreement, an Independent Manager shall not bind the Company. No The Member shall provide not less than ten (10) days’ prior written notice to the Company of the replacement or appointment of any Manager that is to serve as an Independent Manager for purposes of this Agreement. As a condition to the effectiveness of any such replacement or appointment, the Member shall at any time serve as trustee certify to the Company that the designated Person satisfied the criteria set forth in bankruptcy for any Affiliate the definition of “Independent Manager” and the CompanyBoard shall acknowledge in writing, that in the Board’s reasonable judgment, the designated Person satisfies the criteria set forth in the definition of “Independent Manager.”

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereof, the Board (a) The Company shall at all times have at least two individuals who are (2) Independent Managers (who will be appointed as defined in Section 7.16) who are acting as ManagersManagers by the Members. So long as any Securities are outstanding, this Section The initial Independent Managers shall not be amended, altered or repealed without the written consent of 100% each execute and deliver an Independent Manager Agreement and a counterpart of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManager Agreement. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Action or the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct1.5. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have accepted his or her appointment by execution and delivery of an Independent Manager Agreement, a counterpart of the Manager Agreement and, if such successor person shall be designated as the Special Member, shall have executed a counterpart to of this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the an Independent Managers Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement Agreement. Except as provided in the third sentence of this Section 4.2, in exercising such Independent Manager’s rights and performing such Independent Manager’s duties under this Agreement, an Independent Manager shall have a fiduciary duty of care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. Notwithstanding the last sentence of Section 18-402 of the Act, except as expressly provided in this Agreement, the Independent Managers shall otherwise have no authority to not bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) In the event of a vacancy in the position of Independent Manager, the Members shall, as soon as practicable, appoint a successor Independent Manager. Notwithstanding anything to the contrary set forth herein, the Company shall not take any Material Action until such successor Independent Manager is appointed. (c) To the fullest extent permitted by law, so long as any Permitted Indebtedness is outstanding, the Independent Managers shall not acquiesce, petition, or otherwise involve or cause the Company to order the winding up or liquidation of the affairs of the Company.

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16i) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by applicable law, including Section 18-1101(c) no Independent Manager shall be liable to the Company or any other Person who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Independent Manager in good faith on behalf of the ActCompany and in a manner reasonably believed to be within the scope of the authority conferred on such Independent Manager by this Agreement, except that an Independent Manager shall be liable for any such loss, damage or claim incurred by reason of such Independent Manager’s gross negligence, bad faith or willful misconduct. (ii) To the fullest extent permitted by applicable law, an Independent Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Independent Manager by reason of any act or omission performed or omitted by such Independent Manager in good faith on behalf of the Company and notwithstanding in a manner reasonably believed to be within the scope of the authority conferred on such Independent Manager by this Agreement, except that no Independent Manager shall be entitled to be indemnified in respect of any duty loss, damage or claim incurred by such Independent Manager by reason of such Independent Manager’s gross negligence, bad faith or willful misconduct with respect to such acts or omissions; provided, however, that the Members and the Managing Member shall not have personal liability on account thereof. (iii) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by an Independent Manager defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Independent Manager to repay such amount if it shall be determined that the Independent Manager is not entitled to be indemnified as authorized in this Section 6.7(b). (iv) An Independent Manager shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Independent Manager reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (v) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of an Independent Manager to the Company or its members otherwise existing at law or in equity, are agreed by the parties hereto to replace such duties and liabilities of such Independent Managers Manager. (vi) The foregoing provisions of this Section 6.7(b) shall consider only the interests survive any termination of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Managers. Of Two of the authorized number members of the Board of Managers provided shall be Managers who are not and for the prior five years have not been (1) stockholders (whether direct, indirect or beneficial, other than by mutual fund), directors, officers, members, managers (other than Independent Managers of the Trust), partners, employees, attorneys, counsel, customers or suppliers of the Owners or any of the Owners' Affiliates (the Owners and such Affiliates, "Related Owner Group"); (2) persons related within the second degree of consanguinity (within first cousins and grandparents and grandchildren to any person referred to in Section 7.03 hereofclause (1); or (3) trustees, conservators or receivers for any member of the Related Owner Group; and have prior experience as an independent director for a corporation or other legal entity whose charter documents required the unanimous consent of all independent directors thereof before such entity could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy (the "Independent Managers"). Notwithstanding the foregoing, with respect to each other only, the Independent Managers may be (1) stockholders (whether direct, indirect or beneficial), directors, officers, members, partners, employees, attorneys, counsel, customers or suppliers of the same legal entity or any of the foregoing's Affiliates (the "Related Independent Manager Group"); and (2) persons related to any person referred to in clause (1) of this paragraph. The Owners shall cause the Board shall of Managers at all times to have at least two individuals who are Independent Managers (who, except as defined in aforesaid, will be elected by the Owners pursuant to Article IV, Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% 3 of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyBylaws. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the CompanyTrust, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to involving the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconductTrust. No resignation or removal of an Independent Manager, and no appointment election of a successor Independent Manager, shall be effective until such the successor Independent Manager shall have executed accepted his or her election by a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Managerwritten instrument. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the certificate of trust or this Agreement and the Independent Managers shall otherwise have no authority to bind the CompanyAgreement. No Independent Manager shall at any time serve as trustee or examiner in the bankruptcy case for any Affiliate of the CompanyTrust.

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereofAs long as any Indebtedness is outstanding, the Board Member shall cause the Company at all times to have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not will each be amended, altered or repealed without appointed by the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyMember. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part11(d)(iii), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such the successor Independent Manager (i) shall have accepted his or her appointment by a written instrument; and (ii) shall have executed a counterpart to of this AgreementAgreement as required by Section 6(b)(iii). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor new Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement Agreement. Except as provided in the second sentence of this Section 12, in exercising their rights and performing their duties under this Agreement, the Independent Managers shall otherwise have no authority a fiduciary duty of loyalty and care similar to bind that of a director of a business corporation organized under the CompanyGeneral Corporation Law of the State of Delaware. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. As used in this Agreement, "Affiliate" shall mean, with respect to any Person, any other Person, directly or indirectly, Controlling or Controlled by or under direct or indirect common Control with such Person including, without limitation, (i) any Person who has a familial relationship, by blood, marriage or otherwise with any partner or employee of the Company, or any affiliate thereof; and (ii) any Person which receives compensation for administrative, legal or accounting services from the Company or any Affiliate. As used in this Agreement, "Control", "Controlled" or "Controlling" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests. As used in this Agreement, "Person" shall mean any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, associate, joint stock company, trust, unincorporated organization or other organization, whether or not a legal entity, and any governmental authority.

Independent Managers. Of (a) For as long as necessary under applicable Rating Agency criteria in order to maintain a rating of “AAA” (or the authorized number of Managers provided in Section 7.03 hereofequivalent thereof) for the Transition Bonds, the Board Company shall at all times have at least two individuals who are Independent Managers. In the event that two Independent Managers are not necessary under applicable Rating Agency criteria in order to maintain such a rating, the Company shall have at least one individual who is an Independent Manager. An Independent Manager may not delegate his or her duties, authorities or responsibilities hereunder. If an Independent Manager resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the unanimous affirmative vote of the Managers shall be taken until a successor Independent Manager is appointed by the Member and qualifies and approves such action. In the event of a vacancy in the position of an Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. (as defined b) Notwithstanding any other provision of this Agreement and any provision of applicable law that otherwise so empowers the Company, the Member, any Special Member, any Manager, officer or any other Person, the Company shall not, and no Member, Special Member, Manager, officer or any other Person on behalf of the Company shall, without the prior unanimous consent of the Managers, including the Independent Manager(s), do any of the following: (i) engage in any business or activity other than those set forth in Section 7.162.03; (ii) who are acting except as Managers. So long provided in the Basic Documents, incur any indebtedness, other than the Transition Bonds and ordinary course expenses as set forth in Section 2.03, or assume or guarantee any Securities are outstandingindebtedness of any other entity; (iii) make a general assignment for the benefit of creditors; (iv) file a petition commencing a voluntary bankruptcy; (v) file a petition or answer seeking reorganization, this Section shall not be amendedarrangement, altered composition, readjustment, liquidation, dissolution (to the fullest extent permitted by law) or repealed without similar relief under any statute, law or regulation; (vi) file an answer or other pleading admitting or failing to contest the written material allegations of a petition filed against it in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution (to the fullest extent permitted by law) or similar relief under any statute, law or regulation, or the entry of any order appointing a trustee, liquidator or receiver of it or of its assets or any substantial portion thereof; (vii) seek, consent to or acquiesce in the appointment of 100% a trustee, receiver or liquidator of it or of all or any substantial part of its assets; (viii) file or otherwise initiate the filing of a motion in any Bankruptcy or other insolvency proceeding in which the Member or any of its Affiliates is a debtor to substantively consolidate the assets and liabilities of any such debtor with the assets and liabilities of the Board Company; (including ix) consolidate or merge with or into any other entity or convey or transfer substantially all of its properties and assets substantially as an entirety to any entity; or (x) amend this Agreement, or take any other action, in furtherance of any such action. With regard to any action contemplated by the preceding sentence, or with regard to any action taken or determination made at any time when the Company is insolvent, an Independent Managers) with notice of such amendment provided promptly Manager will to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any owe its primary fiduciary duty otherwise existing at law or in equity, to the Independent Managers shall consider only Company (including the interests creditors of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence ). (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (ic) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an An Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Managers. Of The Charter Member and the authorized number of Special Member shall select and appoint and be entitled to remove and replace the Independent Managers provided upon a vacancy in Section 7.03 hereof, the Board such position. Each Independent Manager shall at all times hold such position until a successor shall have been appointed by the Charter Member and the Special Member. The Independent Managers as of the Amendment Effective Date are set forth on Schedule C. In addition to being appointed by the Charter Member and the Special Member in accordance with the preceding sentence, the Independent Managers shall be Persons who are not, and for at least two individuals who are Independent Managers years prior to such appointment have not been, (as defined i) a director, officer, employee, partner, member or stockholder of any Person owning beneficially, directly or indirectly, any of the outstanding equity interests in Section 7.16the Company, its Members or Affiliates or (ii) who are acting as Managers. So long as any Securities are outstandinga director, this Section shall not be amendedofficer, altered employee, partner, member or repealed without the written consent of 100a stockholder owning more than 1% of the Board outstanding equity interests in any such beneficial owner’s parent, subsidiaries or Affiliates (including in each case other than such Person’s capacity as “Independent ManagersManager” or independent manager of the Company, any of its Affiliates or another direct or indirect special purpose subsidiary of the Charter Member). Each Independent Manager shall act in its capacity as a manager of the Company with only such duties and rights as are expressly set forth in this Agreement. Each Independent Manager is hereby designated as a “manager” of the Company within the meaning of Section 18-101(10) of the Delaware LLC Act with notice of only such amendment provided promptly to each Rating Agencyduties and rights as are expressly set forth in this Agreement. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to rated debtholders and other creditors of the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Companymaking determinations hereunder. No Independent Manager shall at be entitled to vote on any time serve as trustee matter other than a determination by the Managing Member to commence insolvency proceedings, including the commencement of a voluntary case under the Bankruptcy Code, with respect to the Company. Notwithstanding anything to the contrary set forth in this Agreement, the Managing Member shall not file a petition in bankruptcy for any Affiliate or consent to the institution of a bankruptcy proceeding with respect to, or otherwise permit the liquidation, dissolution or winding up of, the Company, CFIN or any of its Subsidiaries without the affirmative vote (or consent) of each Independent Manager.

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereofAs long as any Obligation is outstanding, the Board Initial Member shall cause the Company at all times to have at least two individuals one (1) Independent Manager who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not will be amended, altered or repealed without appointed by the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyInitial Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, it is intended that the Independent Managers shall consider only the interests of the Company, and its respective creditors (including its creditorsany secured parties under any Securitization Agreements or other Transaction Documents) and, to the fullest extent permitted by law, shall have no duty to consider the interests of the Initial Member, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties 8.4, and, to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) law shall have no duties to consider the interests of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconductMember. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, and (ii) shall have executed a counterpart to this AgreementAgreement as required by Section 7.3; provided, that, any successor or additional Independent Manager shall be acceptable to each person acting as indenture trustee in connection with any outstanding series of Securities. In the event of a vacancy in the position of Independent Manager, the Initial Member shall, as soon as practicable, appoint a successor Independent Manager. Notwithstanding anything to the contrary in this Agreement, in no event shall any Independent Manager be removed or expelled except for cause; provided, that an Independent Manager’s unwillingness to approve a Bankruptcy of the Company or any other Material Action shall not constitute “cause” for removal or expulsion of such Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement Agreement. Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, any Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the Independent Managers shall otherwise have no authority to bind General Corporation Law of the CompanyState of Delaware. No Independent Manager shall at any time serve as trustee in bankruptcy Bankruptcy for any Affiliate of the Company. The initial Independent Manager of the Company is Kxxxx X. Xxxxx. Any appointment of a successor or additional Independent Manager not in strict compliance with this Section 8.3 shall be void and of no effect. In considering whether to give or withhold written consent to the Bankruptcy of the Company pursuant to Section 8.4(c), each Independent Manager, with the consent of the Initial Member (which consent the Initial Member hereby gives and believes to be in the best interest of the Initial Member and the Company), shall consider (i) the interests of secured parties under any Securitization Agreements or other Transaction Documents in addition to the interests of the Company, (ii) whether the Company is insolvent and (iii) whether resort to Bankruptcy is necessary to address the Company’s insolvency or similar financial problems and/or to protect the interests of (or to provide material benefit to) such parties. No Independent Manager shall have any duty to give such written consent to the Bankruptcy of the Company if such Independent Manager shall not have been furnished (at the expense of the Company) a letter from an independent accounting firm (or similar valuation firm) of national reputation stating that in the opinion of such firm the Company is then insolvent or suffering from similar financial problems. No Independent Manager shall be personally liable to any Member on account of such Independent Manager's good faith reliance on the provisions of this Section 8.3, and no Member shall have any claim for breach of fiduciary duty or otherwise against any Independent Manager for withholding its consent to any such Bankruptcy.

Independent Managers. Of (a) While the authorized number of Managers provided in Section 7.03 hereofBonds are outstanding, the Board shall at all times have at least two individuals who are (2) Managers shall continue to be Independent Managers. Schedule I shall, in addition to identifying the then current Managers, also set forth which of the Managers constitute Independent Managers. Independent Managers (as defined in Section 7.16) who are acting as Managersmay not delegate their duties, authorities or responsibilities hereunder. So long as any Securities are outstandingIf an Independent Manager resigns, this Section shall not be amendeddies, altered is removed or repealed without becomes incapacitated, or his position otherwise becomes vacant, no action hereunder requiring the written consent of 100% unanimous affirmative vote of the Board (including Managers shall be taken until a successor Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To Manager has been appointed by the fullest extent permitted by law, including Section 18-1101(c) of the ActMember and qualified, and notwithstanding such successor Independent Manager has approved such action. (b) Notwithstanding any duty other provision of this Agreement or any provision of law that otherwise existing at law or in equity, the Independent Managers shall consider only the interests of so empowers the Company, including its creditorsthe Member, in acting any Manager or otherwise voting any other Person, the Company shall not, and neither the Member nor any Manager nor any other Person on behalf of the matters referred Company shall do, any of the following without the prior unanimous affirmative vote of all Managers (such affirmative vote to include the affirmative vote of both Independent Managers): (1) consummate any of the items set forth in Section 5.02. Except for duties 3.5 which have been approved by the Member; (2) engage in any business or activity other than that set forth in Article II hereof; (3) except as provided in the Basic Documents, incur any indebtedness other than (A) the Bonds, (B) any obligations under agreements with third party credit enhancers and swap or hedge agreement counterparties relating to the Company Bonds and (C) ordinary course expenses as set forth in Section 5.3 hereof; (4) assume or guarantee the immediately preceding sentence indebtedness of any other Person; (including duties to 5) make a general assignment for the Member and benefit of creditors or admit in writing the Company’s creditors solely 's inability to the extent of their respective economic interests pay its debts generally as they come due, or take action in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests furtherance of any group of Affiliates of which such action; (6) file a voluntary petition for relief under the Company is Federal bankruptcy code; (7) file a part)petition or answer seeking consolidation, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (8) seek the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Managertrustee, shall be effective until such successor shall have executed receiver or liquidator of the Company or of all or a counterpart substantial part of its assets; (9) file an answer or other pleading consenting to, admitting or failing to this Agreement. In contest the event material allegations of a vacancy petition filed against the Company in any proceeding petitioning for, or otherwise consent to or acquiesce in, an involuntary bankruptcy or any action seeking consolidation, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, or the position entry of Independent Managerany order appointing a trustee, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority liquidator or receiver of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Company or of all or a substantial portion of its assets; (10) amend this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at or take action in furtherance of any time serve as trustee in bankruptcy for such amendment; (11) approve any Affiliate of proposed Dissolution Proposal; or (12) dissolve, liquidate or wind up the Company.

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereofAt all times, the Board shall at all times have at least two individuals who are Independent Managers (the ---------------------- "Independent Managers" and individually, an "Independent Manager") of the Company shall be persons who meet the following criteria: (i) Has at least five (5) years of business, legal, financial, or other equivalent experience; (ii) Is not, and during the three (3) years prior to being designated as an Independent Manager has not been, any of the following: (A) A customer or supplier of any member of the Parent Group as defined in Section 7.1610(k) who are acting as Managers. So long as any Securities are outstandingbelow); (B) A shareholder (whether direct, this Section shall not be amendedindirect, altered or repealed without the written consent of 100% of the Board beneficial) holding more than one percent (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c1%) of the Actoutstanding stock of any member of the Parent Group; (C) An officer or employee of any member of the Parent Group; (D) Engaged in any business transaction or series of business transactions for profit (including banking, legal, or consulting services) involving more than Ten Thousand Dollars ($10,000) with any member of the Parent Group; or (E) An Affiliate, executive officer, general partner, or member of the immediate family of any person that had the status or engaged in a transaction described in any of the above subparagraphs; and (iii) Does not propose to, and notwithstanding any duty otherwise existing at law or in equitywill not, the while an Independent Managers shall consider only the interests Manager of the Company, including its creditors, enter into a relationship or transaction described in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, subsection (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingabove. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, If an Independent Manager dies, resigns, is expelled, becomes incapacitated or is removed, or such position is otherwise vacant, no action requiring the unanimous vote of the Board of Managers of the Company shall not be liable taken (including, without limitation, any action pursuant to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Section 20) until a successor Independent Manager acted in bad faith or engaged in willful misconductis elected and qualified and approves of such action. No resignation In the event of the death, resignation, expulsion, incapacity or removal of an Independent Manager, and no appointment of or a vacancy for any other reason, a successor Independent Manager, Manager shall be effective until such successor shall have executed a counterpart to this Agreementappointed by the remaining Managers. In the event of a vacancy in the position of An Independent Manager, in voting on matters subject to the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority approval of the Independent Board of Managers of the Company, shall be limited at all times take into account the interests of creditors of the Company, in addition to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and interests of the Independent Managers shall otherwise have no authority to bind the CompanyCompany itself. No Independent Manager shall at any time serve as trustee in bankruptcy may be removed for any Affiliate of the Companyreason unless his or her successor has been appointed.

Independent Managers. Of The Managing Member shall cause the authorized number of Managers provided in Section 7.03 hereof, the Board shall LLC at all times to have at least two individuals who are (2) Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without appointed by the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManaging Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including LLC and its creditors, respective creditors in acting or otherwise voting on the matters referred in connection with this Agreement. No Independent Manager shall, with regard to any action to be taken under or in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties connection with this Agreement, owe a fiduciary duty or other obligation to the Member nor to any successor member (except as may be specifically required by the statutory law of the applicable jurisdiction) and the Company’s creditors solely every member, including each successor member, shall consent to the extent foregoing by virtue of their respective economic interests such member’s acquisition of a limited liability company interest in the Company but excluding (i) all other interests of the MemberLLC, (ii) the interests of other Affiliates of the Company, and (iii) the interests no further act or deed of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties 379990 v4/RE 10 member being required to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingevidence such consent. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an An Independent Manager shall not may be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, removed and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, Manager will be filled as soon as practicable, appoint a practicable as determined by the Managing Member. No appointment of successor Independent ManagerManagers shall be effective until such successors (a) shall have accepted their appointment as Independent Managers by a written instrument (other than the Initial Independent Managers, who, by their execution hereof, have accepted such appointment) and (b) shall have executed a counterpart of this Agreement. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Sections 4.5 and 6.6 of this Agreement Agreement. Except as provided in the second and the third sentences of this Section 2.8, in exercising their rights and performing their duties under this Agreement, all Independent Managers shall otherwise have no authority a fiduciary duty of loyalty and care similar to bind that of a director of a business corporation organized under the CompanyGeneral Corporation Law of the State of Delaware. No Independent Manager Managers shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyLLC. Each Independent Manager is hereby designated a “manager” of the LLC within the meaning of Section 18-101(10) of the Act.

Independent Managers. Of the authorized number (a) The organizational documents of Managers provided in Section 7.03 hereof, the Board Borrower shall provide that at all times have there shall be, and Borrower shall cause there to be, at least two individuals duly appointed Independent Managers of Borrower reasonably satisfactory to Lender each of whom are not at the time of such individual's initial appointment, and shall not have been at any time during the preceding five (5) years, and shall not be at any time while serving as a director of Borrower, either (i) a shareholder (or other equity owner) of, or an officer, director, partner, manager, member (other than as a Special Member in the case of single member Delaware limited liability companies), employee, attorney or counsel of, Borrower, or any of their respective shareholders, partners, members, subsidiaries or affiliates; (ii) a customer or creditor of, or supplier to, Borrower or any of its respective shareholders, partners, members, subsidiaries or affiliates who derives any of its purchases or revenue from its activities with Borrower or any Affiliate of any of them; (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, manager, member, employee, supplier, creditor or customer; or (iv) a member of the immediate family of any such shareholder, officer, director, partner, manager, member, employee, supplier, creditor or customer. (b) The organizational documents of Borrower shall provide that the board of managers of Borrower shall not take any action which, under the terms of any certificate of incorporation, by-laws, articles of organization, operating agreement or any voting trust agreement with respect to any limited liability company interest (as applicable), requires a unanimous vote of the board of managers of Borrower unless at the time of such action there shall be at least two members of the board of managers who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstandingBorrower will not, this Section shall not be amended, altered or repealed without the unanimous written consent of 100% its board of the Board managers including each Independent Manager, on behalf of itself or Mortgage Borrower (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding applicable) (i) all other interests file or consent to the filing of the Memberany petition, either voluntary or involuntary, to take advantage of any applicable Creditors Rights Laws; (ii) seek or consent to the interests appointment of other Affiliates of the Companya receiver, and liquidator or any similar official; (iii) take any action that might cause such entity to become insolvent; or (iv) make an assignment for the interests benefit of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Companycreditors.

Independent Managers. Of (a) Subject to Section 5.2(b), the authorized Managing Member may determine at any time in its sole and absolute discretion the number of Independent Managers. The number of Independent Managers provided as of the date of this Agreement shall be two (2). Each Independent Manager, by accepting his or her appointment, agrees that he or she, solely in Section 7.03 hereofhis or her capacity as a creditor of the Company on account of any indemnification or other payment owing to such Independent Manager by the Company, shall not acquiesce, petition, consent to or otherwise invoke or cause the Company to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Company under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company. Each Independent Manager designated by the Managing Member shall remain an Independent Manager until a successor is designated or until the Independent Manager’s earlier death, resignation, expulsion or removal. Each Independent Manager must execute and deliver the Independent Manager Management Agreement. Independent Managers need not, and Independent Managers shall not, be Members. The Independent Managers designated by the Managing Member are Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxxxx. (b) At any time there are Class A Limited Membership Interests outstanding, the Board Managing Member shall at all times cause the Company to have at least two individuals who are (2) Independent Managers (as defined in Section 7.16) who are acting as Managersshall be appointed by the Managing Member. So long as any Securities are outstanding, this Section shall not No Independent Manager may be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agencyremoved unless it is for Cause. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditorscreditors and the Class A Limited Members, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a partSections 5.4(a), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith 5.4(b) and fair dealing5.5(a)(i). To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Members, the Managing Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconductmisconduct or gross negligence. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed accepted his or her appointment as an Independent Manager by executing a counterpart to this Agreement and to the Independent Manager Management Agreement. In At any time there are Class A Limited Membership Interests outstanding, in the event of a vacancy in the position of Independent Manager, the Managing Member shall, as soon as practicable, appoint a successor Independent Manager. Any successor Independent Manager shall be reasonably acceptable to the Required Class A Limited Members. All rightrights, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement Agreement. Except as provided in the third sentence of this Section 5.2(b), in exercising their rights and performing their duties under this Agreement, any Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the Independent Managers shall otherwise have no authority to bind General Corporation Law of the CompanyState of Delaware. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. An Independent Manager is hereby designated as a “manager” within the meaning of Section 18-101(10) of the Act.

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16i) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by applicable law, including Section 18-1101(c) no Independent Manager shall be liable to the Company or any other Person who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Independent Manager in good faith on behalf of the ActCompany and in a manner reasonably believed to be within the scope of the authority conferred on such Independent Manager by this Agreement, except that an Independent Manager shall be liable for any such loss, damage or claim incurred by reason of such Independent Manager’s gross negligence, bad faith or willful misconduct. (ii) To the fullest extent permitted by applicable law, an Independent Manager shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Independent Manager by reason of any act or omission performed or omitted by such Independent Manager in good faith on behalf of the Company and notwithstanding in a manner reasonably believed to be within the scope of the authority conferred on such Independent Manager by this Agreement, except that no Independent Manager shall be entitled to be indemnified in respect of any duty loss, damage or claim incurred by such Independent Manager by reason of such Independent Manager’s gross negligence, bad faith or willful misconduct with respect to such acts or omissions; provided, however, that the Members and the Managing Member shall not have personal liability on account thereof. (iii) To the fullest extent permitted by applicable law, expenses (including reasonable legal fees) incurred by an Independent Manager defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Independent Manager to repay such amount if it shall be determined that the Independent Manager is not entitled to be indemnified as authorized in this Section 6.7(b). (iv) An Independent Manager shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Independent Manager reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid. (v) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of an Independent Manager to the Company or its members otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Independent Managers Manager. (vi) The foregoing provisions of this Section 6.7(b) shall consider only the interests survive any termination of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereof, the Board (a) The Company shall at all times have at least two individuals who are (2) Independent Managers (who will be appointed as defined in Section 7.16) who are acting as ManagersManagers by the Members. So long as any Securities are outstanding, this Section The initial Independent Managers shall not be amended, altered or repealed without the written consent of 100% each execute and deliver an Independent Manager Agreement and a counterpart of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManager Agreement. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Action or the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct1.5. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have accepted his or her appointment by execution and delivery of an Independent Manager Agreement, a counterpart of the Manager Agreement and, if such successor person shall be designated as the Special Member, shall have executed a counterpart to of this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the an Independent Managers Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement Agreement. Except as provided in the third sentence of this Section 4.2, in exercising such Independent Manager's rights and performing such Independent Manager's duties under this Agreement, an Independent Manager shall have a fiduciary duty of care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. Notwithstanding the last sentence of Section 18-402 of the Act, except as expressly provided in this Agreement, the Independent Managers shall otherwise have no authority to not bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) In the event of a vacancy in the position of Independent Manager, the Members shall, as soon as practicable, appoint a successor Independent Manager. Notwithstanding anything to the contrary set forth herein, the Company shall not take any Material Action until such successor Independent Manager is appointed. (c) To the fullest extent permitted by law, so long as any Permitted Indebtedness is outstanding, the Independent Managers shall not acquiesce, petition, or otherwise involve or cause the Company to order the winding up or liquidation of the affairs of the Company.

Independent Managers. Of (a) Prior to the authorized number issuance of Managers provided in Section 7.03 hereofthe Bonds, the Board Member shall at all times have cause to be appointed at least two individuals who are (2) Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities While the Bonds are outstanding, this Section at least two (2) Managers shall continue to be Independent Managers. Schedule I shall, in addition to identifying the then current Managers, also set forth which of them constitute Independent Managers. Independent Managers may not be amendeddelegate their duties, altered authorities or repealed without responsibilities hereunder. If an Independent Manager resigns, dies, is removed or becomes incapacitated, or his position otherwise becomes vacant, no action hereunder requiring the written consent of 100% unanimous affirmative vote of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to be taken until a successor Independent Manager has been appointed by the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Companyqualified, and such successor Independent Manager has approved such action. (iiib) the interests Notwithstanding any other provision of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member this Agreement or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant provision of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to law that otherwise so empowers the Company, the Member Member, any Manager or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties)Person, unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent ManagerCompany shall not, and no neither the Member nor any Manager nor any other Person on behalf of the Company shall do any of the following without the unanimous consent of all Managers voting on such matter (such consent to include the consent of both Independent Managers): (1) consummate any of the items set forth in Section 3.5 which have been approved by the Member; (2) engage in any business or activity other than that set forth in Article II; (3) except as provided in the Basic Documents, incur any indebtedness other than (A) the Bonds, (B) any obligations under agreements with third party credit enhancers and swap or hedge agreement counterparties relating to the Bonds, and (C) any ordinary course expenses set forth in Section 5.3 hereof; (4) assume or guarantee the indebtedness of any other Person; (5) make a general assignment for the benefit of creditors or admit in writing the Company's inability to pay its debts generally as they come due, or take action in furtherance of any such action; (6) file a voluntary petition for relief under the federal bankruptcy code; (7) file a petition or answer seeking consolidation, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (8) seek the appointment of a successor Independent Managertrustee, shall be effective until such successor shall have executed receiver or liquidator of the Company or of all or a counterpart substantial part of its assets; (9) file an answer or other pleading consenting to, admitting or failing to this Agreement. In contest the event material allegations of a vacancy petition filed against the Company in any proceeding petitioning for, or otherwise consent to or acquiesce in, an involuntary bankruptcy or any action seeking consolidation, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, or the position entry of Independent Managerany order appointing a trustee, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority liquidator or receiver of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Company or of its assets or any substantial portion thereof; (10) amend this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at or take action in furtherance of any time serve as trustee in bankruptcy for any Affiliate of such amendment; or (11) dissolve, liquidate or wind up the Company.

Independent Managers. Of The Managing Member shall cause the authorized number of Managers provided in Section 7.03 hereof, the Board shall LLC at all times to have at least two individuals who are (2) Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without appointed by the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManaging Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including LLC and its creditors, respective creditors in acting or otherwise voting on the matters referred in connection with this Agreement. No Independent Manager shall, with regard to any action to be taken under or in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties connection with this Agreement, owe a fiduciary duty or other obligation to the Member nor to any successor member (except as may be specifically required by the statutory law of the applicable jurisdiction) and the Company’s creditors solely every member, including each successor member, shall consent to the extent foregoing by virtue of their respective economic interests such member’s acquisition of a limited liability company interest in the Company but excluding (i) all other interests of the MemberLLC, (ii) the interests of other Affiliates of the Company, and (iii) the interests no further act or deed of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties member being required to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingevidence such consent. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an An Independent Manager shall not may be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, removed and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, Manager will be filled as soon as practicable, appoint a practicable as determined by the Managing Member. No appointment of successor Independent ManagerManagers shall be effective until such successors (a) shall have accepted their appointment as Independent Managers by a written instrument (other than the Initial Independent Managers, who, by their execution hereof, have accepted such appointment) and (b) shall have executed a counterpart of this Agreement. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Sections 4.5 and 6.6 of this Agreement Agreement. Except as provided in the second and the third sentences of this Section 2.8, in exercising their rights and performing their duties under this Agreement, all Independent Managers shall otherwise have no authority a fiduciary duty of loyalty and care similar to bind that of a director of a business corporation organized under the CompanyGeneral Corporation Law of the State of Delaware. No Independent Manager Managers shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.LLC. Each Independent Manager is hereby designated a “manager” of the LLC within the meaning of Section 18-101(10) of the Act. 420671 v4/RE 10

Independent Managers. Of The Managing Member shall cause the authorized number of Managers provided in Section 7.03 hereof, the Board shall LLC at all times to have at least two individuals who are (2) Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without appointed by the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManaging Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including LLC and its creditors, respective creditors in acting or otherwise voting on the matters referred in connection with this Agreement. No Independent Manager shall, with regard to any action to be taken under or in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties connection with this Agreement, owe a fiduciary duty or other obligation to the Member nor to any successor member (except as may be specifically required by the statutory law of the applicable jurisdiction) and the Company’s creditors solely every member, including each successor member, shall consent to the extent foregoing by virtue of their respective economic interests such member’s 381770 v3/RE 10 acquisition of a limited liability company interest in the Company but excluding (i) all other interests of the MemberLLC, (ii) the interests of other Affiliates of the Company, and (iii) the interests no further act or deed of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties member being required to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingevidence such consent. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an An Independent Manager shall not may be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, removed and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, Manager will be filled as soon as practicable, appoint a practicable as determined by the Managing Member. No appointment of successor Independent ManagerManagers shall be effective until such successors (a) shall have accepted their appointment as Independent Managers by a written instrument (other than the Initial Independent Managers, who, by their execution hereof, have accepted such appointment) and (b) shall have executed a counterpart of this Agreement. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Sections 4.5 and 6.6 of this Agreement Agreement. Except as provided in the second and the third sentences of this Section 2.8, in exercising their rights and performing their duties under this Agreement, all Independent Managers shall otherwise have no authority a fiduciary duty of loyalty and care similar to bind that of a director of a business corporation organized under the CompanyGeneral Corporation Law of the State of Delaware. No Independent Manager Managers shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyLLC. Each Independent Manager is hereby designated a “manager” of the LLC within the meaning of Section 18-101(10) of the Act.

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereofAs long as any Permitted Indebtedness is outstanding, the Board Members shall cause the Company at all times to have at least two individuals who are Independent Managers (who will be appointed as defined in Section 7.16) who are acting as ManagersManagers by the Members. So long as any Securities are outstanding, this Section The initial Independent Managers shall not be amended, altered or repealed without the written consent of 100% of the Board (including execute and deliver Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManager Agreements. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Action or the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part1.5(c), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have accepted his or her appointment by an Independent Manager Agreement and, if such successor person shall be designated as the Special Member, shall have executed a counterpart to of this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the an Independent Managers Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement Agreement. Except as provided in the third sentence of this Section 4.2, in exercising such Independent Manager's rights and performing such Independent Manager's duties under this Agreement, an Independent Manager shall have a fiduciary duty of care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. Notwithstanding the last sentence of Section 18-402 of the Act, except as expressly provided in this Agreement, the Independent Managers shall otherwise have no authority to not bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. In the event of a vacancy in the position of Independent Manager, the Members shall, as soon as practicable, appoint a successor Independent Manager. Notwithstanding anything to the contrary set forth herein, the Company shall not take any Material Action until such successor Independent Manager is appointed.

Independent Managers. Of Two of the authorized number members of the Board of Managers provided shall be Managers who are not and for the prior five years have not been (1) stockholders (whether direct, indirect or beneficial, other than by mutual fund), directors, officers, members, managers (other than Independent Managers of the Trust), partners, employees, attorneys, counsel, customers or suppliers of the Owners or any of the Owners’ Affiliates (the Owners and such Affiliates, “Related Owner Group”); (2) persons related within the second degree of consanguinity (within first cousins and grandparents and grandchildren to any person referred to in Section 7.03 hereofclause (1); or (3) trustees, conservators or receivers for any member of the Related Owner Group; and have prior experience as an independent director for a corporation or other legal entity whose charter documents required the unanimous consent of all independent directors thereof before such entity could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy (the “Independent Managers”). Notwithstanding the foregoing, with respect to each other only, the Independent Managers may be (1) stockholders (whether direct, indirect or beneficial), directors, officers, members, partners, employees, attorneys, counsel, customers or suppliers of the same legal entity or any of the foregoing’s Affiliates (the “Related Independent Manager Group”); and (2) persons related to any person referred to in clause (1) of this paragraph. The Owners shall cause the Board shall of Managers at all times to have at least two individuals who are Independent Managers (who, except as defined in aforesaid, will be elected by the Owners pursuant to Article IV, Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% 3 of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyBylaws. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the CompanyTrust, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to involving the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconductTrust. No resignation or removal of an Independent Manager, and no appointment election of a successor Independent Manager, shall be effective until such the successor Independent Manager shall have executed accepted his or her election by a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Managerwritten instrument. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the certificate of trust or this Agreement and the Independent Managers shall otherwise have no authority to bind the CompanyAgreement. No Independent Manager shall at any time serve as trustee or examiner in the bankruptcy case for any Affiliate of the CompanyTrust.

Independent Managers. Of (a) So long as the authorized number of Managers provided in Section 7.03 hereofMortgage Loan is Outstanding, the Board Members shall at all times cause the Company to have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managerswill be appointed by the Members. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without The Members hereby appoint Julix X. XxXxxxxxxx xxx Beth X. Xxxxxxx xx the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the ActLimited Liability Company Law, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, and the Members in acting or otherwise voting on the matters referred to in Section 5.025.11(b). Except for duties to the Company as set forth in the immediately preceding sentence (including which such duties to the Member Members, the Company and the Company’s 's creditors apply solely to the extent of their respective economic interests in the Company but excluding (i) all other interests (including, without limitation, all other interests of the MemberMembers), (ii) the interests of other Affiliates affiliates of the CompanyCompany or the Members, and (iii) the interests of any group of Affiliates affiliates of which the Company or the Members is a part), the Independent Managers shall not have any fiduciary duties to the Member Members or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the ActLimited Liability Company Law, an Independent Manager shall not be liable to the Company, the Member Members or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed accepted his or her appointment as an Independent Manager by executing a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member Members shall, as soon as practicable, appoint a successor Independent Manager. Notwithstanding anything to the contrary contained in this Agreement, no Independent Manager shall be removed or replaced unless the Company provides the Lender with the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements for an Independent Manager set forth in this Agreement. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the CompanyAgreement. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. An Independent Manager is hereby designated as a "manager" within the meaning of Section 18-101(10) of the Limited Liability Company Law. (b) Notwithstanding any other provision of this Agreement or in any other document governing the formation, management or operation of the Company, so long as the Mortgage Loan is Outstanding, neither the Members nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Members and all Independent Managers, to take any of the following actions (“Material Actions”), provided, however, that, so long as the Mortgage Loan is Outstanding, the Members may not authorize the taking of any Material Action, unless there are at least two Independent Managers then serving in such capacity: (i) file any insolvency, or reorganization case or proceeding, to institute proceedings to have the Company be adjudicated bankrupt or insolvent; (ii) institute proceedings under any applicable insolvency law respecting the Company; (iii) seek any relief for the Company under any law relating to relief from debts or the protection of debtors; (iv) consent to the filing or institution of bankruptcy or insolvency proceedings against the Company: (v) file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy or insolvency; (vi) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar official of or for the Company or a substantial part of its property; (vii) make any assignment for the benefit of creditors of the Company; (viii) to sell all, or substantially all, of the assets of the Company (except as otherwise expressly permitted in the Loan Documents); or (ix) to the fullest extent permitted by law, consent to the dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of the Company. In the event of a conflict between Section 5.1(c) and Section 5.11(b) of this Agreement, the provisions of Section 5.11(b) shall control. Section 6.1 (a) of the Original Operating Agreement is hereby amended by inserting the following clause at the end thereof: “including without limitation the Loan Agreement (so long as the Mortgage Loan is Outstanding)”. 13. The second paragraph of Section 6.6(a) of the Original Operating Agreement is hereby amended by inserting the clause “,subject to the provisions of Section 5.11(b) hereof, “ after the words “the Triggering Members may” and before the words “sell the Property” in the first sentence thereof. 14. Section 6.8 of the Original Operating Agreement is hereby amended by adding the clause “and, so long as the Mortgage Loan is Outstanding, subject to the provisions of the Loan Agreement” at the end of the introductory provision thereof. 15. Article VI of the Original Operating Agreement is hereby amended by inserting the following Section 6.9 after Section 6.8 thereof:

Independent Managers. Of The Managing Member shall cause the authorized number of Managers provided in Section 7.03 hereof, the Board shall LLC at all times to have at least two individuals who are (2) Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without appointed by the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManaging Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Quill Equity LLC Amended and Restated Limited Liability Company Agreement Managers shall consider only the interests of the Company, including LLC and its creditors, respective creditors in acting or otherwise voting on the matters referred in connection with this Agreement. No Independent Manager shall, with regard to any action to be taken under or in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties connection with this Agreement, owe a fiduciary duty or other obligation to the Member nor to any successor member (except as may be specifically required by the statutory law of the applicable jurisdiction) and the Company’s creditors solely every member, including each successor member, shall consent to the extent foregoing by virtue of their respective economic interests such member’s acquisition of a limited liability company interest in the Company but excluding (i) all other interests of the MemberLLC, (ii) the interests of other Affiliates of the Company, and (iii) the interests no further act or deed of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties member being required to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingevidence such consent. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an An Independent Manager shall not may be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, removed and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, Manager will be filled as soon as practicable, appoint a practicable as determined by the Managing Member. No appointment of successor Independent ManagerManagers shall be effective until such successors (a) shall have accepted their appointment as Independent Managers by a written instrument (other than the Initial Independent Managers, who, by their execution hereof, have accepted such appointment) and (b) shall have executed a counterpart of this Agreement. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Sections 4.5 and 6.6 of this Agreement Agreement. Except as provided in the second and the third sentences of this Section 2.8, in exercising their rights and performing their duties under this Agreement, all Independent Managers shall otherwise have no authority a fiduciary duty of loyalty and care similar to bind that of a director of a business corporation organized under the CompanyGeneral Corporation Law of the State of Delaware. No Independent Manager Managers shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyLLC. Each Independent Manager is hereby designated a “manager” of the LLC within the meaning of Section 18-101(10) of the Act.

Independent Managers. Of the authorized number (a) The organizational documents of Managers provided in Section 7.03 hereof, the Board Borrower shall provide that at all times have there shall be, and Borrower shall cause there to be, at least two individuals duly appointed Independent Managers of Borrower reasonably satisfactory to Lender each of whom are not at the time of such individual's initial appointment, and shall not have been at any time during the preceding five (5) years, and shall not be at any time while serving as a director of Borrower, either (i) a shareholder (or other equity owner) of, or an officer, director, partner, manager, member (other than as a Special Member in the case of single member Delaware limited liability companies), employee, attorney or counsel of, Borrower, or any of their respective shareholders, partners, members, subsidiaries or affiliates; (ii) a customer or creditor of, or supplier to, Borrower or any of its respective shareholders, partners, members, subsidiaries or affiliates who derives any of its purchases or revenue from its activities with Borrower or any Affiliate of any of them; (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, manager, member, employee, supplier, creditor or customer; or (iv) a member of the immediate family of any such shareholder, officer, director, partner, manager, member, employee, supplier, creditor or customer. (b) The organizational documents of Borrower shall provide that the board of managers of Borrower shall not take any action which, under the terms of any certificate of incorporation, by-laws, articles of organization, operating agreement or any voting trust agreement with respect to any limited liability company interest (as applicable), requires a unanimous vote of the board of managers of Borrower unless at the time of such action there shall be at least two members of the board of managers who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstandingBorrower will not, this Section shall not be amended, altered or repealed without the unanimous written consent of 100% its board of the Board managers including each Independent Manager, on behalf of itself, Mortgage Borrower or Senior Mezzanine Borrower (including Independent Managersas applicable) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests file or consent to the filing of the Memberany petition, either voluntary or involuntary, to take advantage of any applicable Creditors Rights Laws; (ii) seek or consent to the interests appointment of other Affiliates of the Companya receiver, and liquidator or any similar official; (iii) take any action that might cause such entity to become insolvent; or (iv) make an assignment for the interests benefit of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Companycreditors.

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereof, the Board (a) The Company shall at all times have at least two individuals who are (2) Independent Managers (who will be appointed as defined Managers by the Members pursuant to, and in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, compliance with this Section 4.2. The initial Independent Managers shall not be amended, altered or repealed without the written consent of 100% each execute and deliver an Independent Manager Agreement and a counterpart of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManager Agreement. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditorsrespective creditors (including the Noteholders under the Basic Documents), in acting or otherwise voting on any Material Action or the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct1.5. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have accepted his or her appointment by execution and delivery of an Independent Manager Agreement, a counterpart of the Manager Agreement and, if such successor person shall be designated as the Special Member, shall have executed a counterpart to of this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the an Independent Managers Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement Agreement. Except as provided in the third sentence of this Section 4.2, in exercising such Independent Manager’s rights and performing such Independent Manager’s duties under this Agreement, an Independent Manager shall have a fiduciary duty of care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. Notwithstanding the last sentence of Section 18-402 of the Act, except as expressly provided in this Agreement, the Independent Managers shall otherwise have no authority to not bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. (b) In the event of a vacancy in the position of Independent Manager, the Members shall, as soon as practicable, but with prior written notice to the Administrative Agent, appoint a successor Independent Manager. Any successor or additional Independent Manager shall be reasonably acceptable to the Administrative Agent as evidenced in writing executed by the Administrative Agent. Any appointment of a successor or additional Independent Manager by the Members that is not in strict compliance with this Section 4.2 shall be void and of no effect. Notwithstanding anything to the contrary set forth herein, the Company shall not take any Material Action until such successor Independent Manager is appointed. (c) To the fullest extent permitted by law, so long as any Permitted Indebtedness is outstanding, the Independent Managers shall not acquiesce, petition, or otherwise involve or cause the Company to order the winding up or liquidation of the affairs of the Company.