Limitations on the Company’s Activities. This Section 9(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.
Limitations on the Company’s Activities. (a) This Section is being adopted in order to comply with certain provisions required in order to qualify the Company as a "special purpose" entity.
(b) The Members shall not, so long as any Obligation is outstanding, amend, alter, change or repeal the definition of "Independent Director", or Sections 3.1, 3.2, 6.1, 6.9, 6.10, 14.1, 14.2, 14.5, 16.1, 16.2 and 16.3 of this Agreement without the unanimous written consent of the Board (including all Independent Directors). Subject to this Section, the Members and the Board are reserved the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVI.
(c) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Members, the Board, any Officer, any Manager, or any other Person, neither the Members nor the Board nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Member and the Board (including all Independent Directors), to take any Material Action.
(d) The Board and the Members shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such existence, right or franchise if: (i) the Board shall determine that the preservation thereof is no longer desirable for the conduct of its business and that the loss thereof is not disadvantageous in any material respect to the Company and (ii) the Rating Agency Condition is satisfied. The Board also shall cause the Company to:
(1) maintain its own separate books and records and bank accounts;
(2) at all times hold itself out to the public and all other Persons as a legal entity separate from the Members and any other Person;
(3) have a Board of Directors separate from that of the Members and any other Person;
(4) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;
(5) except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person;
(6) conduct its business in its own name and str...
Limitations on the Company’s Activities. This Section 2.7 is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.
(a) For so long as the Participation and Servicing Agreement is in effect, Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises, and Member also shall cause the Company to:
(i) maintain financial statements separate from any Affiliate although it may be included in the consolidated financial statements of its parent or ultimate parent in accordance with GAAP;
(ii) at all times hold itself out to the public as a legal entity separate from Member and any other Person;
(iii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) it is not part of a consolidated group filing a consolidated return or returns or (2) it is not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;
(iv) except as contemplated hereby or by the Ancillary Documents, not commingle its assets with assets of any other Person;
(v) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;
(vi) pay its own liabilities only out of its own funds;
(vii) maintain an arm’s length relationship with any Affiliate upon terms that are commercially reasonable and that are no less favorable to the Company than could be obtained in a comparable arm’s length transaction with an unrelated Person;
(viii) pay the salaries of its own employees, if any and maintain, or cause to be maintained, a sufficient number of employees, if any, in light of its contemplated business operations;
(ix) not hold out its credit or assets as being available to satisfy the obligations of others, or Guarantee or otherwise obligate itself with respect to the Debts of any other Person;
(x) allocate, fairly and reasonably, shared expenses, including any overhead for shared office space;
(xi) use separate stationery, invoices and checks;
(xii) except as contemplated hereby or by the Ancillary Documents, not pledge its assets for the benefit of any other Person, or make any loans or advances to any other Person; provided that it may invest its funds in interest bearing accounts held by any bank that is not its Affiliate and make advances in accordance with the Participation and Serv...
Limitations on the Company’s Activities. This Section 4.1 is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose entity”:
(a) The Member shall not amend, alter, change or repeal Articles 2, 4, 10, 11 or 12, Sections 1.1, 1.6, 3.1(a), 3.1(c), 3.2, 3.4, 3.7, 3.9, 7.2, 8.1(b), 9.1, 13.1, 13.2, 13.4, 13.5, 13.6 or 13.7, or Schedule A of this Agreement (the “SPE Provisions”) except upon receipt of the Rating Agency Confirmation. In the event of any conflict between any of the SPE Provisions and any other provision contained in this Agreement or in the Certificate of Formation, the SPE Provisions control. Subject to this Section 4.1, the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 13.7.
(b) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board, any Officer, or any other Person, neither the Member nor the Board nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior written consent of the Member, the unanimous written consent of the Board, and the written consent of the Independent Manager, to take any Material Action, provided, however, that none of the foregoing actions shall be consented to unless there is at least one Independent Manager then serving in such capacity.
(c) The Board and the Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises. During the existence of the Company, the Board also shall cause the Company at all times to and the Company shall:
(1) maintain its own separate books and records and bank accounts separate from those of any other Person;
(2) at all times hold itself out to the public as a legal entity separate from the Member, other Affiliates and any other Person;
(3) have its Board composed differently from that of the Member;
(4) file its own tax returns, if any, as may be required under applicable law, to the extent (a) not part of a consolidated group filing a consolidated return or returns, (b) not treated as a division (for tax purposes) of another taxpayer, or (c) not disregarded for tax purposes; and pay any taxes so required to be paid under applicable law;
(5) conduct its business in its own name;
(6) maintain financial statements separate from thos...
Limitations on the Company’s Activities. The Board and the Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, charter or statutory rights and franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board shall determine that the preservation thereof is no longer desirable for the conduct of its business. Unless otherwise contemplated or permitted by a Management Agreement, the Company shall, and the Board shall cause the Company to:
Limitations on the Company’s Activities. (i) This Section 9(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.
(ii) The Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal the definition of “Independent Director” or Sections 5(c), 7, 8, 9, 10, 16, 20, 21, 22, 23, 24, 25, 26 or 31 or Schedule A of this Agreement without the unanimous written consent of the Board (including all Independent Directors). Subject to this Section 9(j), the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 31.
(iii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board, any Officer or any other Person, neither the Member nor the Board nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Member and the Board (including all Independent Directors), to take any Material Action, provided, however, that the Board may not vote on, or authorize the taking of, any Material Action, unless there are at least two Independent Directors then serving in such capacity.
Limitations on the Company’s Activities. Notwithstanding anything herein to the contrary, until the end of the Term, any and all actions by or on behalf of the Company, the Primary Member, any Officer or any other Person are subject to the limitations set forth in this Section 9(f). Any purported action by any Person in violation of this Section 9(f) shall be deemed null and void ab initio and of no force or effect.
(i) This Section 9(f) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.
(ii) The Primary Member shall not amend, modify, alter, supplement, change or repeal this Agreement without the prior written consent of the Special Member, which consent shall not be unreasonably withheld, conditioned or delayed.
(iii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Primary Member, any Officer or any other Person, without the prior written consent of the Members in their sole discretion, (x) the Company may not take any Material Action and (y) neither the Primary Member nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the Company to take any Material Action.
(iv) The Primary Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises. The Primary Member also shall cause the Company to:
(A) maintain its own separate books and records and bank accounts and maintain same in a manner so that it will not be difficult or costly to segregate, ascertain or otherwise identify the assets and liabilities of the Company;
(B) at all times hold itself out to the public and all other Persons as a legal entity separate and distinct from the Members and any other Person;
(C) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division of another taxpayer for tax purposes, and pay any taxes so required to be paid under applicable law, but only to the extent that any such taxes are not being contested in good faith;
(D) not commingle its assets with assets of any other Person and hold all its assets in its own name;
(E) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence;
(F) remain so...
Limitations on the Company’s Activities. (a) This Section 10 is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company shall not:
(i) transfer the limited liability company and/or partnership interests, as the case may be, of any Timber Entity except as permitted by Section 8(j); or
(ii) except as provided in that certain Master Stumpage Agreement, dated the date hereof, between the Timber Entities and, inter alia, as the case may be, TimberStar Texarkana TRS LP, TimberStar Louisiana TRS LP, and TimberStar Nacogdoches TRS LP, cause or permit any Timber Entity to distribute, transfer or otherwise dispose of any of its interest in the Timberlands to the Member (or any Person related to the Member), or commit to do so, until after the one year anniversary of the date hereof.
(b) The Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal the definitions of “Independent Manager” or “Special Member” or Sections 5(g) 7, 8, 9, 10, 11, 12, 13, 14, 19, 23, 24, 25, 26, 27, 28, 33 or Schedule A of this Agreement without the written consent of the Independent Manager unless the Approval Condition is satisfied. Subject to this Section 10, the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 33.
(c) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, any Manager or any other Person, so long as any Obligation is outstanding, the Company shall not take, nor shall the Member, any Manager, or any other Person be authorized or empowered on behalf of the Company to take, any Material Action without the prior unanimous written consent of the Board of Managers, including the Independent Manager; provided, however, that for so long as any Obligation is outstanding, the Board of Managers may not authorize the taking of any such Material Action unless there is at least one Independent Manager then serving in such capacity.
(d) The Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises. So long as any Obligation is outstanding, the Company shall at all times:
(i) maintain its own separate books, accounting records, bank a...
Limitations on the Company’s Activities. (a) This Section 4.9 is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.
(b) The Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal Sections 2.2, 4.1(b), 4.9, 4.10, 8.2, 8.3 or 8.4 of this Agreement (including the defined terms contained in such Sections) without the unanimous written consent of the Board (including all Independent Directors). Subject to this Section 4.9(b), the Member reserves the right to amend, alter, change or repeal any other provisions contained in this Agreement in accordance with Section 9.4. Independent Directors shall consider the interests of the Member and holders of the Company’s rated Obligations in determining whether to vote for or against any such amendment. The Member shall provide prior written notice of any proposed amendment to Sections 2.2, 4.1(b), 4.9, 4.10, 8.2, 8.3 or 8.4 to each Rating Agency then rating any outstanding Security but only if such rating was initially provided at the request of the Company, any Trust or Holdco, or an affiliate thereof. Prior to any amendment, alteration or repeal of Section 4.10, the Company shall have received either the written consent or confirmation of each Rating Agency. The applicable Rating Agency shall either consent to the proposed amendment, alteration or repeal or shall confirm that the amendment, alteration, or repeal will not result in a qualification, withdrawal or downgrade of any ratings on outstanding Securities that were assigned at the request of the Company.
(c) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company shall not, without the prior written consent of each trustee from time to time (the “Trustees”) under the Financing Agreements (or any supplements thereto) involving a Trust or of each Holdco, purchaser or lender so designated in any other Financing Agreement, which in either case are then in effect, nor without the affirmative vote of 100% of the Independent Directors, do any of the following (unless and to the extent that any such Financing Agreement expressly permits the Company to take such action without the consent of the related Trustee, purchaser or lender):
(i) engage in any business activity other than those set forth in Section 2.2;
(ii) incur any indebtedness, or assume or guaranty any indebtedness of any other entity, other than (A) indebtedness ...
Limitations on the Company’s Activities. (i) This Section 9j is being adopted in order to comply with certain provisions required in order to qualify the Company as a "special purpose entity" for the purpose of the Indebtedness.
(ii) The Member shall not, so long as any Indebtedness is outstanding, amend, alter, change or repeal the definition of "Independent Director" or Sections 7, 8, 9, 10, 20, 21, 22, 23, 24, 26 or 31 or Schedule A of this ---------- Agreement without the unanimous written consent of the Board (including the Independent Director). Subject to this Section 9j, the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 31.
(iii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member or the Board, so long as any Indebtedness is outstanding none of the Company, the Member or the Board shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Member and the Board (including the Independent Director), to institute proceedings to have the Company be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or 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 consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company's inability to pay its debts generally as they become due, or, to the fullest extent permitted by law, take action in furtherance of any such action, or dissolve or liquidate the Company, or consolidate or merge the Company with or into any Person, or sell all or substantially all of the assets of the Company; provided, however, that the foregoing is subject in -------- ------- all cases to Section 843(e) of the Statute.
(iv) Unless otherwise provided in the Note Issuance Documents, so long as any Indebtedness is outstanding, the Board and the Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided, however, that the Company shall not be required ...
