Common use of Limitations on the Company’s Activities Clause in Contracts

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 strictly comply with all organizational formalities to maintain its separate existence; (7) maintain separate financial statements; (8) pay its own liabilities; (9) maintain an arm's length relationship with its Affiliates and the Members; (10) pay the salaries of its own employees, if any; (11) not hold out its credit or assets as being available to satisfy the obligations of others; (12) allocate fairly and reasonably any overhead for shared office space; (13) use separate stationery, invoices and checks; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (15) correct any known misunderstanding regarding its separate identity; (16) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (17) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18) not acquire any securities of the Members except to the extent permitted by the Basic Documents; and (19) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure of the Company, or the Members or Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the Directors. (e) So long as any Obligation is outstanding, the Board shall not cause or permit the Company to: (1) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 3.1, the Basic Documents or this Section; (3) incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents; (4) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisions; (5) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Documents; or (6) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Limitations on the Company’s Activities. (ai) This Section 9(b) is being adopted in order to comply with certain provisions required in order to qualify the Company as a "special purpose" purpose entity." (bii) The Members Member shall not, so long as any Obligation is outstandingoutstanding and for a period of one year and one day thereafter, amend, alter, change or repeal the definition of "Independent Director"Special Member" or Section 7, 9, 10, 20, 21, 22, 23, 24, 25, 26, 29 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 31 or Schedule A of this Agreement without the unanimous written consent of the Board Special Member (including which shall not be deemed to have consented unless the Special Member shall then have at least two Special Directors and all Independent Directorsof the Special Directors of the Special Member have duly authorized the Special Member to consent thereto). Subject to this SectionSection 9(b), the Members and the Board are reserved Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 31. (ciii) Notwithstanding So long as any other provision Obligation is outstanding and for a period of this Agreement one year and any provision of law that otherwise so empowers the Companyone day thereafter, 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 to, and 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; provided, howeverwill obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the Basic Documents, that and observe all procedures and provisions required by this Agreement and the Company shall not be required to preserve any such existence, right or franchise if: laws of the State of Delaware. (iiv) 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 Member shall cause the Company to, and the Company shall: (1A) maintain its own separate records, accounts, books and records of account and bank accounts separate from those of any other Person and shall not commingle its records, accounts, books of account and bank accounts with the organizational or other records, accounts, books of account or bank accounts of any other Person and such records, accounts, books of account and bank accounts shall reflect the separate existence of the Company; (2B) at act solely in its own name and through its duly authorized officers or agents in the conduct of its business, prepare all times Company correspondence in the Company name, hold itself out to the public and all other Persons as a legal separate entity separate from the Members and any other Person, conduct its business so as not to mislead others as to the identity of the entity with which they are concerned, correct any known misunderstanding regarding its separate identity, refrain from engaging in any activity that compromises the separate legal identity of the Company, and strictly comply with all organizational formalities to maintain its separate existence; (3) have a Board of Directors separate from that of the Members and any other Person; (4C) 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; (5D) except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person; (6E) conduct maintain financial statements separate from any other Person. The annual financial statements of the Company shall disclose the effects of its business transactions in its own name accordance with generally accepted accounting principles. The consolidated financial statements, if any, which consolidate the assets and strictly comply earnings of the Member with all organizational formalities those of the Company shall contain a footnote stating that the assets of any of the Company shall not be available to maintain its separate existencecreditors of the Member. The financial statements (if any) of the Company shall disclose that the assets of the Company are not available to pay creditors of the Member or any other affiliate (other than the obligations of the Company to pay the expenses of and to indemnify the trustee under a Trust Agreement); (7F) maintain separate financial statementspay its liabilities and operating expenses only out of its funds and not pay from its assets any obligations or indebtedness of any other Person; (8) pay its own liabilities; (9G) maintain an arm's length relationship with its Member, Affiliates and the Membersany trust in which it holds a beneficial interest, not enter into any contract or agreement with its Member, Affiliates or and any trust in which it holds a beneficial interest except on terms that are intrinsically fair, commercially reasonable, and substantially similar to those that would be available on an arms-length basis with third parties, and transact all business with its Member, Affiliates and any trust in which it holds a beneficial interest pursuant to written, enforceable agreements; (10H) pay the salaries of its own employees, if any, and maintain a sufficient number of employees in light of its contemplated business operations; (11I) not be, become or hold itself out as being liable for the debts of any other party, or hold out its credit or assets as being available to satisfy the obligations obligation of others. The Company will not act as the agent of the Member or its Affiliates. The Member will not act as the agent for the Company, except as specifically permitted by this Agreement; (12J) allocate fairly and reasonably with any overhead other Person expenses that are shared with such Person including, without limitation, any overhead, rent, or other compensation paid for shared or leased office space. Independent contractors performing services or incurring expenses in connection with such services for the Company shall receive compensation for such services rendered or expenses incurred in an amount equal to the fair value of such services and expenses; (13K) use separate stationerystationary, invoices and checks; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of checks separate from any other Person; (15L) correct not pledge (except pursuant to the Basic Documents), lend or advance any known misunderstanding regarding its separate identitymoneys to, or make an investment in or for the benefit of, guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of, or own or purchase any stock, obligations or securities of or any other interest in, or make any capital contribution to, any other Person, except as permitted by the Basic Documents; (16M) maintain adequate capital for the normal obligations reasonably foreseeable in a business of the Company's size and character and in light of its contemplated proposed business purpose, transactions operations and liabilities; (17N) cause its Board not engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 7; (O) not sell, pledge, transfer, assign or otherwise convey less than 100% of Directors to meet at least annually the interest of the Member in the Company if, following such sale, pledge, transfer, assignment or act pursuant to written consent and keep minutes conveyance, the Member would consist of such meetings and actions and observe all other Delaware limited liability company formalitiesmore than one Person; (18) not acquire any securities of the Members except to the extent permitted by the Basic Documents; and (19P) cause the Directorsmanagers, Officersofficers, agents and other representatives of the Company Company, if any, to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure and (Q) not acquire or assume my obligation or liability of, or purchase any stock or securities of or any other interest in, or make any capital contribution to, any of its members, affiliates of such members, or other affiliates of the Company, . Failure by the Company or the Members Member or Board the Manager, on behalf of the Company, to comply with any of the foregoing covenants (A) through (Q) or any other covenants contained covenant set forth in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members Member, the Special Member or the DirectorsManager. (e) So long as any Obligation is outstanding, the Board shall not cause or permit the Company to: (1) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 3.1, the Basic Documents or this Section; (3) incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents; (4) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisions; (5) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Documents; or (6) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Limitations on the Company’s Activities. (a) This Section 7.10 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"," Article XI or XIII, or Sections 3.11.1, 3.22.4, 6.12.5, 6.93.4, 6.104.2, 14.16.3, 14.27.1 -7.11, 14.510.1, 16.110.2, 16.2 and 16.3 12.1, 12.7 or 15.5 of this Agreement without the unanimous written consent of the Board (including all Independent Directors). Subject to this SectionSection 7.10, the Members and the Board are reserved reserve the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVIXIII. (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, Officer or any other Person, neither none of the Members nor Members, the Board nor Board, any Officer nor or any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior written consent of the Majority of the Voting Interest Members and 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. (d) The Board and the Members each 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 to preserve any such existence, right or franchise if: 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:: accounts; (1i) maintain its own separate books and records and bank accounts;bank (2ii) at all times hold itself out to the public and all other Persons as a legal entity separate from the Members each Member and any other Person and not as a department or division of any Member or any other Person; (3iii) have a Board of Directors separate from that of the Members each Member and any other Person; (4iv) 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;; EXHIBIT 3.3 (5v) except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person; (6vi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (7vii) maintain separate financial statements; (8) viii) pay its own liabilitiesliabilities only out of its own funds (subject to any arrangements under the Klamath Servicing Agreement, and any successor agreement thereto, pursuant to which a third party advances expenses to be reimbursed by the Company at a later date); Members; (9ix) maintain an arm's length relationship with its Affiliates and the Members;the (10x) pay the salaries of its own employees, if any; (11xi) not hold out its credit or assets as being available to satisfy the obligations of others; (12xii) allocate fairly and reasonably any overhead for shared office spacespace and other shared expenses; (13xiii) use separate stationery, invoices and checks; (14xiv) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (15xv) correct any misunderstanding known misunderstanding to it regarding its separate identity; (16xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (17xvii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18xviii) not acquire any securities of the Members except to the extent permitted any Member (other than preferred membership interests in Yakima or as otherwise contemplated by the Basic Documents and not prohibited by the Related Yakima Documents); and (19xix) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure . Failure of the Company, or any Member or the Members or Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this EXHIBIT 3.3 Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the Directors. (e) So long as any Obligation is outstanding, the Board shall not cause or permit the Company to:: Affiliate; (1i) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate;any (2ii) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 3.12.4, the Basic Documents or this SectionSection 7.10; (3iii) incur, create or assume any indebtedness other than as expressly permitted under prohibited by the Basic Documents and the Related Yakima Documents; (4iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any PersonPerson (other than preferred membership interests in Yakima, except that the Company may invest stock in those investments UST Finance Corp. and equity interests in any Subsidiary permitted under Section 7.10(e)(vi)) to the extent that such loan, advance or ownership or acquisition of stock or securities is prohibited by the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisionsRelated Yakima; (5v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of prohibited by the Basic Documents or the Related Yakima Documents; or (6vi) form, acquire or hold any subsidiary (whether corporateSubsidiary other than UST Finance Corp., partnership, limited liability company any entity owning UST Finance Corp. or other)any other entity which is restricted to purposes of the type set forth in Section 2.4(a)(i) .

Limitations on the Company’s Activities. (a) This Section 8.4 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"Manager” or Section 4.1, or Sections 3.17.1, 3.27.3, 6.18.1, 6.98.2, 6.108.3, 14.18.4, 14.2, 14.515.1, 16.1, 16.2 and 16.3 or 16.4 of this Agreement without the unanimous written consent of the Board (including and all Independent Directors)Managers. Subject to this SectionSection 8.4, the Members and the Board are reserved reserve the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 16.1. (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, Officer or any other Person, so long as any Obligation is outstanding, 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 Members and the Board (including and all Independent Directors)Managers, to take any Material Action, provided, however, that so long as any Obligation is outstanding, that the Members and the Board may not vote on, or authorize the taking of, any Material Action, unless there is at least one Independent Manager then serving in such capacity, provided, further, that the Company shall not, prior to payment in full of the last maturing Obligation, consolidate or merge with or into any Person, other than as permitted in the Securitization Agreements and any other document or instrument related thereto without satisfying the Rating Agency Condition. Except to the limited extent set forth in this Section 8.4, all power to manage the affairs of the Company shall be vested in the Board and not in any Independent Manager. (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: (i1) 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 disadvantageous, in any material respect to the Company and (ii2) the Rating Agency Condition is satisfied. The So long as any Obligation is outstanding, the Board also shall cause the Company to: (1i) maintain its own stationery and other business forms separate books from those of any other Person (including the Board), and records and bank accountsconduct business in its own name except that certain Persons may act on behalf of the Company as agents; (2ii) at all times hold itself out maintain separate office space of its own as part of its operations, although such space may be in a building shared with the Members (or any Affiliate thereof); (iii) segregate its corporate records, other books and records, and other assets from the property of the Members; (iv) take certain actions to disclose publicly the Company’s separate existence and the transactions contemplated by any Securitization Agreement, including through the filing of financing statements under the Uniform Commercial Code; (v) not conceal from any interested party any transfers contemplated by the Transaction Documents; (vi) allocate any direct, indirect or overhead expenses for items shared between the Company and the Members to the public extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered; (vii) pay its own operating expenses and liabilities from its own funds, except the Members may pay any or all expenses of the Company incurred in connection with the transactions entered into pursuant to any Transaction Documents, including those related to the Company’s organization and except as is set forth in the preceding paragraph regarding certain shared overhead expenses; (viii) maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify the Company’s individual assets and liabilities from those of the Initial Member or from those of any other Persons person or entity, including any Affiliate of the Initial Member, and, except as a legal entity set forth below, maintain its own books of account and corporate records separate from the Members and Initial Member or any Affiliate thereof; (ix) properly reflect any monetary transactions, including those with the Initial Member, in its financial records; (x) except as is set forth in any Transaction Documents, not commingle or pool its funds or other assets or liabilities with those of the Initial Member or any other Person; (3xi) have a Board of Directors separate from that of except as is set forth in any Transaction Documents, not maintain joint bank accounts or other depository accounts to which the Members and any Initial Member (other Personthan in their capacity as agent or Manager for the Company) has independent access; (4xii) file strictly observe corporate formalities, including with respect to its own tax returnsdealings with the Initial Member and any Affiliate thereof and any transfer of assets between the Company, if anyon the one hand, and the Initial Member or any Affiliate thereof, on the other; (xiii) enter into any Transaction Documents with the Initial Member or any Affiliate thereof on terms and conditions that are consistent with those of arm’s-length relationships; (xiv) not hold itself out to be, responsible for, or guaranty the debts of, the Initial Member, except as may be required under applicable law, is contemplated by any Transaction Document; (xv) make all distributions to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated Initial Member, in its capacity as a division for tax purposes of another taxpayerthe Company’s sole member, and pay any taxes so required to be paid under in accordance with applicable law; (5xvi) except as contemplated enter into any other transactions with the Initial Member and any Affiliate thereof permitted by (although not expressly provided for in) any Transaction Documents only if: (x) the Basic Documents, not commingle its assets with assets terms of any other Person; (6) conduct its business in its own name such transaction are fair and strictly comply with all organizational formalities equitable to maintain its separate existence; (7) maintain separate financial statements; (8) pay its own liabilities; (9) maintain an arm's length relationship with its Affiliates each of the parties and the Members; (10) pay the salaries of its own employees, if any; (11) not hold out its credit or assets as being available to satisfy the obligations of others; (12) allocate fairly and reasonably any overhead for shared office space; (13) use separate stationery, invoices and checks; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (15) correct any known misunderstanding regarding its separate identity; (16) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (17) cause its Board of Directors to meet at least annually as favorable as may be obtained from a third party Person and (y) such transactions are the type of transaction that would be entered into by a prudent person or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18) not acquire any securities of the Members except to the extent permitted by the Basic Documentsentity; and (19xvii) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure of the Companynot be named, or the Members or Board on behalf of the Company, enter into any agreement to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the Directors. (e) So long as any Obligation is outstanding, the Board shall not cause or permit the Company to: (1) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2) engagebe named, directly or indirectly, in as a direct or contingent beneficiary or loss payee on any business other than insurance policy covering the actions required or permitted to be performed under Section 3.1, the Basic Documents or this Section; (3) incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents; (4) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions assets of the Basic Documents and permit the same to remain outstanding in accordance with such provisions; (5) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Documents; or (6) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other)Initial Member.

Limitations on the Company’s Activities. (ai) 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. (bii) The Members Member shall notnot prior to the date on which all Obligations of the Company have been paid in full (such date, so long as any Obligation is outstandingthe “Final Payment Date”), amend, alter, change or repeal the definition of "“Independent Director", ” or Sections 3.15(c), 3.27, 6.18, 6.99, 6.1010, 14.116, 14.220, 14.521, 16.122, 16.2 and 16.3 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 SectionSection 9(j), the Members and the Board are reserved Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 31. (ciii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the MembersMember, the Board, any Officer, any Manager, Officer or any other Person, prior to the Final Payment Date, neither the Members 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, prior to the Final Payment Date, the Board may not vote on, or authorize the taking of, any Material Action, unless there is at least one Independent Director then serving in such capacity. (div) The Board and the Members 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 contractual and statutory) and franchises; provided, however, that the Company shall not be required to preserve any such existence, right or franchise if: (i) if 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 satisfiedCompany. The Board also shall cause the Company to: (1A) maintain its own separate books and records and bank accounts; (2B) at all times hold itself out to the public and all other Persons as a legal entity separate from the Members Member and any other Person; (3C) have a Board of Directors separate from which is not identical to that of the Members Member and any other Person; (4D) 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; (5E) except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person; (6F) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (7G) maintain separate financial statements; (8) H) pay its own liabilitiesliabilities only out of its own funds; (9I) maintain an arm's ’s length relationship with its Affiliates and the MembersMember; (10J) maintain, in light of its contemplated business activities, a sufficient number of, and pay the salaries of of, its own employees, if any; (11K) not guarantee or become obligated for the debts of any other entity and not hold out its credit or assets as being available to satisfy the obligations of others; (12L) allocate fairly and reasonably any overhead for shared office space; (13M) use separate stationery, invoices and checks; (14N) except as contemplated or permitted by the Basic Documents, not pledge its assets for the benefit of of, or make loans or advances to, any other PersonPerson ; (15O) correct any known misunderstanding regarding its separate identity; (16P) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (17Q) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18R) not acquire any obligations or securities of the Members except to the extent permitted by the Basic DocumentsMember; and (19S) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure . Failure of the Company, or the Members Member or Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members Member or the Directors. (ev) So long as any Obligation is outstandingPrior to the Final Payment Date, the Board shall not cause or permit the Company to, and, without the unanimous written consent of the Board (including all Independent Directors), the Company shall not: (1A) except as contemplated or permitted by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2B) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 3.17, the Basic Documents, other financings permitted by the Basic Documents or this SectionSection 9(j); (3C) incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents; (4D) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and other financings permitted by the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and other financings permitted by the Basic Documents and permit the same to remain outstanding in accordance with such provisions; (5E) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Documents; or (6F) form, acquire or hold any subsidiary Subsidiary (whether corporate, partnership, limited liability company or other).

Limitations on the Company’s Activities. (a) This Section 8.2 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 Initial Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal the definition of "Independent Director"Sections 4.1, or Sections 3.14.2, 3.27.1, 6.18.1, 6.98.2, 6.108.3, 12.1, 13.1, 14.1, 14.2, 14.515.1, 16.1, 16.2 and 16.3 or 16.8 or Schedule A (including without limitation the definition of “Independent Director”) of this Agreement without the unanimous written consent of the Board (including all Independent Directors). Subject to this SectionSection 8.2, the Members and the Board are reserved Initial Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 16.2. (c) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the MembersInitial Member, the Board, any Officer, any Manager, Officer or any other Person, neither the Members Initial 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 Initial 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. (d) The Board and the Members Initial 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 that, subject to the terms of the Transaction Documents, the Company shall not be required to preserve any such existence, right or franchise if: (i) if 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 satisfiedCompany. The Board and the Initial Member also shall cause the Company to: (1i) maintain its own separate records, accounts, books and records of account and bank accounts separate from those of any other Person and shall not commingle its records, accounts, books of account and bank accounts with the organizational or other records, accounts, books of account or bank accounts of any other Person and such records, accounts, books of account and bank accounts shall reflect the separate existence of the Company; (2ii) at act solely in its own name and through its duly authorized officers or agents in the conduct of its business, prepare all times Company correspondence in the Company name, hold itself out to the public and all other Persons as a legal separate entity separate from the Members and any other Person, conduct its business so as not to mislead others as to the identity of the entity with which they are concerned, correct any known misunderstanding regarding its separate identity, refrain from engaging in any activity that compromises the separate legal identity of the Company, and strictly comply with all organizational formalities to maintain its separate existence; (3) have a Board of Directors separate from that of the Members and any other Person; (4iii) 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; (5iv) except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person; (6v) conduct maintain financial statements separate from any other Person. The annual financial statements of the Company shall disclose the effects of its business transactions in its own name accordance with generally accepted accounting principles. The consolidated financial statements, if any, which consolidate the assets and strictly comply earnings of the Initial Member with all organizational formalities those of the Company shall contain a footnote stating that the assets of any of the Company shall not be available to maintain its separate existencecreditors of the Initial Member. The financial statements (if any) of the Company shall disclose that the assets of the Company are not available to pay creditors of the Initial Member or any other Affiliate (other than the obligations of the Company to pay the expenses of and to indemnify trustees under the Trust Agreements); (7vi) maintain separate financial statementspay its liabilities and operating expenses, if any, only out of its funds and not pay from its assets any obligations or indebtedness of any other Person; (8) pay its own liabilities; (9vii) maintain an arm's ’s length relationship with its the Initial Member, all Affiliates of the Company and any trust in which it holds a beneficial interest, not enter into any contract or agreement with the MembersInitial Member or any Affiliate of the Company or any trust in which it holds a beneficial interest except on terms that are intrinsically fair, commercially reasonable, and substantially similar to those that would be available on an arms-length basis with third parties, and transact all business with the Initial Member, all Affiliates of the Company and any trust in which it holds a beneficial interest pursuant to enforceable agreements; (10viii) pay the salaries of its own employees, if any, and maintain a sufficient number of employees in light of its contemplated business operations; (11ix) not be, become or hold itself out as being liable for the debts of any other party, or hold out its credit or assets as being available to satisfy the obligations obligation of others. The Company will not act as the agent of the Initial Member or its Affiliates. No Member will act as the agent for the Company, except as specifically permitted by this Agreement; (12x) allocate fairly and reasonably with any overhead other Person expenses that are shared with such Person (if any) including, without limitation, any overhead, rent, or other compensation paid for shared or leased office space. Independent contractors performing services or incurring expenses in connection with such services for the Company shall receive compensation for such services rendered or expenses incurred (if any) in an amount equal to the fair value of such services and expenses; (13xi) use separate stationery, invoices and checks; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of checks separate from any other Person; (15xii) correct not pledge properties or assets of the Company (except pursuant to the Transaction Documents), lend or advance any known misunderstanding regarding its separate identitymoneys to, or make an investment in or for the benefit of, guarantee (directly or indirectly), endorse or otherwise become contingently liable (directly or indirectly) for the obligations of any other Person, except as permitted by Section 4.1 or the Transaction Documents; (16xiii) maintain adequate capital for the normal obligations reasonably foreseeable in a business of the Company’s size and character and in light of its contemplated proposed business purpose, transactions operations and liabilities; (17) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18xiv) not acquire engage, directly or indirectly, in any securities of business other than the Members except actions required or permitted to the extent permitted by the Basic Documentsbe performed under Section 4.1; and (19xv) cause the Directorsmanagers, Officers, agents and other representatives of the Company Company, if any, to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure . Failure of the Company, or the Members Initial Member or Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members Initial Member or the Directors. (e) So long as any Obligation is outstanding, the Board shall not cause or permit the Company to: (1) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 3.1, the Basic Documents or this Section; (3) incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents; (4) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisions; (5) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Documents; or (6) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Limitations on the Company’s Activities. (ai) This Section 9j is being adopted in order to comply with certain provisions required in order to qualify the Company as a "special purposepurpose entity" entityfor the purpose of the Indebtedness. (bii) The Members Member shall not, so long as any Obligation Indebtedness is outstanding, amend, alter, change or repeal the definition of "Independent Director", " or Sections 3.17, 3.28, 6.19, 6.910, 6.1020, 14.121, 14.222, 14.523, 16.124, 16.2 and 16.3 26 or 31 or Schedule A of this Agreement without the unanimous written ---------- consent of the Board (including all the Independent DirectorsDirector). Subject to this SectionSection 9j, the Members and the Board are reserved Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 31. (ciii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Members, Member or the Board, any Officer, any Manager, or any other Person, neither the Members 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 the Independent DirectorsDirector), to take any Material Action; provided, however, that the foregoing is subject in all cases to -------- ------- Section 843(e) of the Statute. (div) The Unless otherwise provided in the Note Issuance Documents, so long as any Indebtedness is outstanding, the Board and the Members 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 to preserve any such existence, right or franchise if: (iA) 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 holders of the Indebtedness and the Company shall deliver to the Note Trustee an Officer's Certificate to that effect and (iiB) 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 Member and any other Person; (3) have a Board of Directors separate composed differently from that of the Members Member and any other Person; (4) file its own tax returns, if any, as may be required under applicable law, to the extent (1a) not part of a consolidated group filing a consolidated return or returns or (2b) 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 PersonPerson (except as contemplated by the Basic Documents); (6) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existencename; (7) maintain separate financial statements; (8) pay its own liabilitiesliabilities only out of its own funds; (9) maintain an arm's length relationship with its Affiliates and the Membersits Member; (10) pay the salaries of its own employees, if any; (11) not hold out its credit or assets as being available to satisfy the obligations of others; (12) allocate fairly and reasonably any overhead for shared office space; (13) use separate stationery, invoices and checks; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (15) correct any known misunderstanding regarding its separate identity; (16) maintain adequate capital in light of its contemplated business purpose, transactions and liabilitiespurposes; (17) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities;; and (18) not acquire any obligations or securities of the Members except to the extent permitted by the Basic Documents; and (19) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure of the Company, or the Members or Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the DirectorsMember. (ev) So long as any Obligation Indebtedness is outstanding, the Board shall not cause or permit the Company to: (1) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2) engage, directly or indirectly, in any business other than that arising out of the issuance of the Indebtedness or the actions required or permitted to be performed under Section 3.17, the Basic Note Issuance Documents or this SectionSection 9j; (3) incur, create or assume any indebtedness other than the Indebtedness or as otherwise expressly permitted under the Basic Note Issuance Documents; (4) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any PersonPerson other than the instruments constituting part of the Collateral, except that the Company may invest in those investments permitted under the Basic Note Issuance Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Note Issuance Documents and permit the same to remain outstanding in accordance with such provisions; (5) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Note Issuance Documents; or (6) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Limitations on the Company’s Activities. (a) This Section 7.10 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"," Article XI or XIII, or Sections 3.11.1, 3.22.4, 6.12.5, 6.93.4, 6.104.2, 14.16.3, 14.27.1-7.11, 14.510.1, 16.110.2, 16.2 and 16.3 12.1, 12.7 or 15.5 of this Agreement without the unanimous written consent of the Board (including all Independent Directors). Subject to this SectionSection 7.10, the Members and the Board are reserved reserve the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVIXIII. (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, Officer or any other Person, neither none of the Members nor Members, the Board nor Board, any Officer nor or any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior written consent of the Majority of the Common Interest Members and 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. (d) The Board and the Members each 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 to preserve any such existence, right or franchise if: 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: (1i) maintain its own separate books and records and bank accounts; (2ii) at all times hold itself out to the public and all other Persons as a legal entity separate from the Members each Member and any other Person and not as a department or division of any Member or any other Person; (3iii) have a Board of Directors separate from that of the Members each Member and any other Person; (4iv) 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; (5v) except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person; (6vi) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (7vii) maintain separate financial statements; (8) viii) pay its own liabilitiesliabilities only out of its own funds; (9ix) maintain an arm's length relationship with its Affiliates and the Members; (10x) pay the salaries of its own employees, if any; (11xi) not hold out its credit or assets as being available to satisfy the obligations of others; (12xii) allocate fairly and reasonably any overhead for shared office spacespace and other shared expenses; (13xiii) use separate stationery, invoices and checks; (14xiv) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (15xv) correct any misunderstanding known misunderstanding to it regarding its separate identity; (16xvi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (17xvii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18xviii) not acquire any securities of the Members except to the extent permitted any Member (other than as contemplated by the Basic Documents); and (19xix) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure . Failure of the Company, or any Member or the Members or Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the Directors. (e) So long as any Obligation is outstanding, the Board shall not cause or permit the Company to: (1i) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2ii) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 3.12.4, the Basic Documents or this Section;Section 7.10. (3iii) incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents; (4iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisions; (5v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Documents; or (6vi) form, acquire or hold any subsidiary Subsidiary other than Klamath or UST Finance Corp., any entity owning Klamath or UST Finance Corp or any other entity which (whether corporateA) is restricted to purposes of the type set forth in Section 2.4(a)(i) and (B) upon the formation or acquisition by the Company of such entity, partnership, limited liability company or other)pledges all of its assets to the Trustee for the benefit of the holders of the Notes.

Limitations on the Company’s Activities. (a) This Section 9.4 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", Manager” or Sections 3.14.1, 3.28.1, 6.18.2, 6.98.3(b), 6.109.1, 9.3, 9.4, 12.1, 13.1, 14.1, 14.2, 14.515.1, 16.1, 16.2 and 16.3 17.1 or 17.8 or the Definitions Addendum of this Agreement without the unanimous written consent of the Board Managers (including all Independent DirectorsManagers). Subject to this SectionSection 9.4, the Members and the Board are reserved reserve the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 17.1. (c) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Members, the BoardManagers, any Officer, any Manager, Officer or any other Person, neither the Members nor the Board Managers nor any Officer nor any other Person shall be authorized or empoweredempowered on behalf of the Company to, nor shall they permit the CompanyCompany to, and the Company shall not, without the prior unanimous written consent of the Member and the Board Managers (including all Independent DirectorsManagers), to take any Material Action, provided, however, that as long as any Obligation is outstanding, the Managers may not vote on, or authorize the taking of, any Material Action, unless there is at least one Independent Manager then serving in such capacity. (d) The Board Managers 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: (i1) the Board Managers 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 (ii2) the Rating Agency Condition is satisfied. The Board Managers also shall cause the Company to: (1i) maintain its own separate books and records and bank accountsaccounts separate from the Members or any other person; (2ii) 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; (4iii) file any tax returns as may be required under applicable law, and its own income 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; (5iv) except as contemplated by the Basic Transaction Documents, not commingle its assets with assets of the Members or any other Person; (6v) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (7vi) maintain separate financial statements; (8) vii) pay its own liabilitiesliabilities only out of its own funds; (9viii) maintain an arm's ’s length relationship with its Affiliates and the Members; (10ix) pay the salaries of its own employees, if any; (11x) not hold out its credit or assets as being available to satisfy the obligations of others; (12xi) to the extent its office is located in the offices of any Affiliate, pay fair market rent for its office space located therein, and otherwise allocate fairly and reasonably any overhead for expenses shared office spacewith any Affiliate, and not engage in any business transaction with any Affiliate unless on an arm’s-length basis; (13xii) use separate stationery, invoices and checks; (14xiii) except as contemplated by the Basic Transaction Documents, not pledge its assets for the benefit of any other Person or make any loans or advances to any other Person; (15xiv) correct any known misunderstanding regarding its separate identity; (16xv) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (17xvi) cause its Board of Directors Managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18xvii) not acquire any securities of the Members except to the extent permitted by the Basic DocumentsMembers; and (19xviii) cause the DirectorsManagers, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure . Failure of the Company, or the Members or Board the Managers on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the DirectorsManagers. (e) So long as any Obligation is outstanding, the Board Managers shall not cause or permit the Company to: (1i) except as contemplated by the Basic Transaction Documents, guarantee any obligation or become obligated for the debts of any Person, including any Affiliate; (2ii) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 3.14.1, the Basic Transaction Documents or this SectionSection 9.4; (3iii) incur, create or assume any indebtedness other than as expressly permitted hereunder and under the Basic Transaction Documents; (4iv) make or permit to remain outstanding any loan or advance to, or except as permitted by Section 9.4(c), own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Transaction Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Transaction Documents and permit the same to remain outstanding in accordance with such provisions; (5v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Transaction Documents; or (6vi) except as contemplated by Section 4.1(a) or Section 9.4(c), form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Limitations on the Company’s Activities. (ai) This Section 9j is being adopted in order to comply with certain provisions required in order to qualify the Company as a "special purposepurpose entity" entityfor the purpose of the Indebtedness. (bii) The Members Member shall not, so long as any Obligation Indebtedness is outstanding, amend, alter, change or repeal the definition of "Independent Director", " or Sections 3.17, 3.28, 6.19, 6.910, 6.1020, 14.121, 14.222, 14.523, 16.124, 16.2 and 16.3 26 or 31 or Schedule A of ---------- this Agreement without the unanimous written consent of the Board (including all the Independent DirectorsDirector). Subject to this SectionSection 9j, the Members and the Board are reserved Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 31. (ciii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Members, Member or the Board, any Officer, any Manager, or any other Person, neither the Members 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 the Independent DirectorsDirector), to take any Material Action. (div) The Board and the Members 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 to preserve any such existence, right or ------- franchise if: (i) if 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 holders of the Indebtedness and the Company and (ii) shall deliver to the Rating Agency Condition is satisfiedNote Trustee an Officer's Certificate to that effect. 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 Member and any other Person; (3) have a Board of Directors separate composed differently from that of the Members Member and any other Person; (4) file its own tax returns, if any, as may be required under applicable law, to the extent (1a) not part of a consolidated group filing a consolidated return or returns or (2b) 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 strictly comply with all organizational formalities to maintain its separate existencename; (7) maintain separate financial statements; (8) pay its own liabilitiesliabilities only out of its own funds; (9) maintain an arm's length relationship with its Affiliates and the MembersMember; (10) pay the salaries of its own employees, if any; (11) not hold out its credit or assets as being available to satisfy the obligations of others; (12) allocate fairly and reasonably any overhead for shared office space; (13) use separate stationery, invoices and checks; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other PersonPerson other than pursuant to the Note Issuance Documents; (15) correct any known misunderstanding regarding its separate identity; (16) maintain adequate capital in light of its contemplated business purpose, transactions and liabilitiespurposes; (17) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities;; and (18) not acquire any obligations or securities of the Members except to the extent permitted by the Basic Documents; and (19) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure of the Company, or the Members or Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the DirectorsMember. (ev) So long as any Obligation Indebtedness is outstanding, the Board shall not cause or permit the Company to: (1) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2) engage, directly or indirectly, in any business other than that arising out of the issuance of the Indebtedness or the actions required or permitted to be performed under Section 3.17, the Basic Note Issuance Documents or this SectionSection 9j; (3) incur, create or assume any indebtedness other than the Indebtedness or as otherwise expressly permitted under the Basic Note Issuance Documents; (4) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Note Issuance Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Note Issuance Documents and permit the same to remain outstanding in accordance with such provisions; (5) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Note Issuance Documents; or (6) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Limitations on the Company’s Activities. (ai) This Section 9j is being adopted in order to comply with certain provisions required in order to qualify the Company as a "“qualified special purpose" purpose entity” for the purpose of the transactions contemplated by the Trust Agreements. (bii) 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 SectionSection 9j, the Members and the Board are reserved Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 31, provided, however, that so long as any Trust Securities are outstanding, neither the Member nor the Company shall-amend, alter, change or repeal the definition of “Independent Manager” or Sections 5(b), 5(c), 5(d), 7, 8, 9, 10, 16, 20(f), 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, or 34 of this Agreement (the “Special Purpose Provisions”) without (1) the unanimous written consent of the Board (including the Independent Managers), (2) the consent of the Trustee of the Trust Securities and (3) meeting the Rating Agency Condition. In the event of any conflict between any of the Special Purpose Provisions and any other provision of this or any other document governing the formation, management or operation of the Company, the Special Purpose Provisions shall control. (ciii) Notwithstanding any other provision of this Agreement or any other document governing the formation, management or operation of the Company, and any provision of law that otherwise so empowers the Company, the MembersMember-, the Board, any Officer, any Manager, or any Officer or other Person, and for so long as the Trusts Securities are outstanding, neither the Members Member nor the Board nor Board, any Officer nor any or other Person shall be authorized or empowered, nor shall they permit the CompanyCompany to, and the Company shall not, without the prior unanimous written consent of the Member and the Board (including all the Independent DirectorsManagers), 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 Managers then serving in such capacity. (div) The So long as any Trust Securities are outstanding, the Board and the Members 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, existence and rights (charter and statutory) and franchises); provided, however, that the Company shall not be required to preserve any such existence, right or franchise if: (iA) 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 the holders of the Trust Securities and (iiB) the Rating Agency Condition is satisfied. The So long as any Trust Securities are outstanding, the Board also shall cause the Company toto and the Company shall: (1A) maintain its own separate books and records and bank accounts; (2B) at all times hold itself out to the public and all other Persons as a legal entity separate from the Members Member 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 strictly comply with all organizational formalities to maintain its separate existence; (7C) maintain separate financial statements; (8) pay its own liabilities; (9) maintain an arm's length relationship with its Affiliates have a Board composed differently from that of the Member and the Members; (10) pay the salaries of its own employees, if any; (11) not hold out its credit or assets as being available to satisfy the obligations of others; (12) allocate fairly and reasonably any overhead for shared office space; (13) use separate stationery, invoices and checks; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (15D) correct any known misunderstanding regarding its separate identityidentity and refrain from engaging in any activity that compromises the separate legal identity of the Company; (16E) maintain adequate capital and a sufficient number of employees, if any employees are so needed, in light of its contemplated business purposepurposes, transactions and liabilities; (17F) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18G) not acquire any obligations or securities of the Members Member or an Affiliate; (H) file its own tax returns, if any, as may be required under applicable law, ,and pay any taxes so required to be paid under applicable law; (I) not commingle its assets with assets of any other Person except in connection with the customary operation of such cash management system as Xxxxxx Xxx, Inc. (“Xxxxxx Mae”) may from time to time in the extent permitted ordinary course of business implement (provided, that any such cash management system shall be operated such that all transfers of funds are properly documented and the respective assets and liabilities of Xxxxxx Xxx and the Company are ascertainable at all times) for Xxxxxx Mae and its consolidated subsidiaries; (J) conduct its business in its own name; (K) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; (L) pay its own liabilities and expenses only out of its own funds; (M) maintain an arm’s length relationship with unaffiliated parties, and not enter into any transaction with an Affiliate of the Company except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (N) pay the salaries of its own employees, if any; (O) not hold out its credit or assets as being available to satisfy the obligations of any other Person nor pledge its assets for the benefit of any other Person; (P) allocate fairly and reasonably any overhead expenses that are shared with an affiliate, including and for services performed by the Basic Documentsan employee of an affiliate; (Q) use separate stationery, invoices and checks bearing its own name; and (19R) cause the DirectorsManagers, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure . Failure of the Company, or the Members Member or the Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members Member or the DirectorsManagers. (ev) So long as any Obligation is Trust Securities are outstanding, the Board shall not cause or permit the Company toto and the Company shall not: (1A) except as contemplated by the Basic Documents, guarantee or become obligated for any obligation debts or obligations of any other Person, including any Affiliate; (2B) engage, directly or indirectly, in any business other than the actions that required or permitted to be performed under Section 3.1, the Basic Documents 7 or this SectionSection 9j; (3C) except as provided under Section 7, incur, create or assume any indebtedness other than as expressly permitted under any indebtedness incurred in the Basic Documentsordinary course of its business; (4D) except as provided under Section 7, make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person; (E) form, except acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; provided that the Company may invest hold ownership interests in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisionsTrusts; (5F) sell, pledge, transfer, assign or otherwise convey the interest of the Member of the Company; (G) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or other transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of its assets outside the ordinary course of the Basic DocumentsCompany’s business; or (6H) form, acquire buy or hold evidence of indebtedness issued by any subsidiary other Person (whether corporateother than cash, partnershipinvestment-grade securities, limited liability company or otherStudent Loans). (vi) Without the consent of the Independent Managers, neither the Company, the Member, nor any other Person on behalf of the Company shall have the authority to: (A) confess a judgment against the Company; (B) knowingly perform any act that would subject (1) the Member to liabilities of the Company in any jurisdiction or the Company to liabilities of the Member or (2) the Company to taxation as a corporation under relevant provisions of the Code; and (C) take any Material Action, notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company or the Member.

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 strictly comply with all organizational formalities to maintain its separate existence; (7) maintain separate financial statements; (8) pay its own liabilities; (9) maintain an arm's ’s length relationship with its Affiliates and the Members; (10) pay the salaries of its own employees, if any; (11) not hold out its credit or assets as being available to satisfy the obligations of others; (12) allocate fairly and reasonably any overhead for shared office space; (13) use separate stationery, invoices and checks; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (15) correct any known misunderstanding regarding its separate identity; (16) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (17) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18) not acquire any securities of the Members except to the extent permitted by the Basic Documents; and (19) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure of the Company, or the Members or Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the Directors. (e) So long as any Obligation is outstanding, the Board shall not cause or permit the Company to: (1) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 3.1, the Basic Documents or this Section; (3) incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents; (4) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisions; (5) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Documents; or (6) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Limitations on the Company’s Activities. (ai) This Section 7(d) is being adopted in order to comply with certain provisions required in order to qualify the Company as a "“special purpose" ” entity. (bii) The Members Notwithstanding anything to the contrary in this Agreement, the Manager shall not, so long as any Obligation is outstanding, amend, alter, change or repeal the definition Certificate of "Independent Director"Formation, or Sections 3.13, 3.24, 6.15(b), 6.97, 6.1012, 14.115, 14.216, 14.517, 16.118, 16.2 and 16.3 19, 20, 21 or 26 or Schedule A of this Agreement (the “Special Purpose Provisions”) without the unanimous written consent of BRG, as Lender under the Board (including all Independent Directors)Loan. Subject to this SectionSection 7(d), the Members and the Board are reserved Manager reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 26. (ciii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Members, the Board, so long as any Officer, any Manager, or any other PersonObligation is outstanding, neither the Members nor the Board nor any Officer Manager 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)BRG, as Lender, to take any Material Action.; (div) The Board and the Members Manager 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 . Notwithstanding anything to the Company and (ii) contrary in this Agreement, the Rating Agency Condition is satisfied. The Board Manager also shall cause the Company to: (1) maintain its own separate books and records and bank accounts; (2A) at all times hold itself out to remain solvent and pay its debts and liabilities (including, a fairly-allocated portion of any personnel and overhead expenses that it shares with any Affiliate) from its assets as the public same shall become due, and all other Persons as maintain adequate capital for the normal obligations reasonably foreseeable in a legal entity separate from the Members business of its size and any other Personcharacter and in light of its contemplated business operations; (3B) have a Board correct any known misunderstanding regarding the separate identity of Directors separate from that of the Members such entity 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 identify itself 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; (6C) maintain its bank accounts, books of account, books and records separate from those of any other Person and, to the extent that it is required to file tax returns under applicable law, shall file its own tax returns except to the extent that it is required by law to file consolidated tax returns; (D) maintain its own records, books, resolutions and agreements; (E) not commingle its funds or assets with those of any other Person and shall not participate in any cash management system with any other Person; (F) hold its assets in its own name; (G) conduct its business in its own name and strictly comply with all organizational formalities or in a name franchised or licensed to maintain its separate existenceit by an entity other than an Affiliate, except for business conducted on behalf of itself by another Person under a business management services agreement that is on commercially-reasonable terms, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of the Company; (7i) maintain separate its financial statements, accounting records and other entity documents separate from those of any other Person; (ii) show, in its financial statements, its asset and liabilities separate and apart from those of any other Person; and (iii) not permit its assets to be listed as assets on the financial statement of any of its Affiliates except as required by GAAP; provided, however, that any such consolidated financial statement contains a note indicating that its separate assets and credit are not available to pay the debts of such Affiliate and that its liabilities do not constitute obligations of the consolidated entity; (8) I) pay its own liabilities; (9) maintain an arm's length relationship with its Affiliates liabilities and the Members; (10) pay expenses, including the salaries of its own employees, if anyout of its own funds and assets, and maintain a sufficient number of employees in light of its contemplated business operations; (11J) observe all limited liability company formalities; (K) not have any Indebtedness other than (i) the Loan, (ii) liabilities incurred in the ordinary course of business relating to the ownership of the limited liability company interests in ArchCo JV and the routine administration of the Company, in amounts not to exceed 2% of the amount of the Loan which liabilities are not more than sixty (60) days past the date incurred, are not evidenced by a note and are paid when due, and which amounts are normal and reasonable under the circumstances and (iii) such other liabilities that are permitted pursuant to the Loan Agreement; (L) not assume or guarantee or become obligated for the debts of any other Person, not hold out its credit or assets as being available to satisfy the obligations of others; (12) allocate fairly any other Person and reasonably any overhead for shared office space; (13) use separate stationery, invoices and checks; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person, in each case except as permitted pursuant to the Loan Agreement; (15M) correct not acquire obligations or securities of its partners, members or shareholders or any known misunderstanding regarding its separate identityother owner or Affiliate; (16N) maintain adequate capital in light allocate fairly and reasonably any overhead expenses that are shared with any of its contemplated business purposeAffiliates, transactions constituents, or owners, or any guarantors or any of their respective obligations, or any Affiliate of any of the foregoing, including, but not limited to, paying for shared office space and liabilitiesfor services performed by any employee of an Affiliate; (17O) cause maintain and use separate stationery, invoices and checks bearing its Board name and not bearing the name of Directors to meet at least annually or act pursuant to written consent and keep minutes of any other entity unless such meetings and actions and observe all other Delaware limited liability company formalitiesentity is clearly designated as being the Company’s agent; (18P) not acquire pledge its assets to or for the benefit of any securities other Person other than to secure the Obligation, as provided in the Loan Agreement; (Q) hold itself out and identify itself as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of the Members Company and not as a division or part of any other Person; (R) maintain its assets in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (S) not make loans to any Person and not hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity); (T) not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and not identify itself as a division of any other Person; (U) other than capital contributions and distributions permitted hereunder, not enter into or be a party to, any transaction with any of its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable terms comparable to those of an arm’s-length transaction with an unrelated third party; (V) not have any obligation to indemnify, and not indemnify its partners, officers, directors or members, as the case may be, in each case unless such an obligation or indemnification is fully subordinated to the extent permitted Obligations and shall not constitute a claim against it in the event that cash flow is insufficient to pay the Obligations; (W) not have any of its obligations guaranteed by any Affiliate except as provided by the Basic Loan Documents; (X) not form, acquire or hold any subsidiary; (Y) comply with all of the terms and provisions contained in its organizational documents; (Z) not permit any Affiliate or constituent party independent access to its bank accounts; (AA) continue to be duly formed, validly existing, and in good standing in the state of its incorporation or formation and in all other jurisdictions where it is qualified to do business; and (19BB) cause the Directors, Officers, agents and other representatives of the Company to act at pay all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure taxes which it owes. Failure of the Company, or the Members or Board Manager on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the DirectorsMembers. (ev) So long as any Obligation is outstanding, the Board Manager shall not cause or permit the Company to: (1A) except as contemplated by the Basic Documents, guarantee engage in any obligation of any Person, including any Affiliatebusiness unrelated to owning limited liability company interests in ArchCo JV; (2B) engageown, directly or indirectly, in any business real property other than the actions required or permitted to be performed under Section 3.1, the Basic Documents or this SectionProperty; (3C) incur, create or assume have any indebtedness assets other than as expressly permitted under cash, the Basic Documents;limited liability company interests in ArchCo JV, and indirectly, in the Property and personal property necessary or incidental to the ownership and operation of the Property; or (4D) make engage in, seek, consent or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisions; (5) to the fullest extent permitted by law, engage in any dissolution, winding up, liquidation, consolidation, merger, asset sale or other transfer of ownership interests other than such activities all or substantially all of its assets or any sale of assets outside the ordinary course of its business, except as are expressly permitted pursuant to any provision of by the Basic Loan Documents; or (6) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Limitations on the Company’s Activities. (a) This Section 8.4 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"Manager” or Section 4.1, or Sections 3.17.1, 3.27.3, 6.18.1, 6.98.2, 6.108.3, 14.18.4, 14.2, 14.515.1, 16.1, 16.2 and 16.3 or 16.4 of this Agreement without the unanimous written consent of the Board (including and all Independent Directors)Managers. Subject to this SectionSection 8.4, the Members and the Board are reserved reserve the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 16.1. (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, Officer or any 7 Limited Liability Company Agreement of SG Mortgage Securities, LLC other Person, so long as any Obligation is outstanding, 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 Members and the Board (including and all Independent Directors)Managers, to take any Material Action, provided, however, that so long as any Obligation is outstanding, that the Members and the Board may not vote on, or authorize the taking of, any Material Action, unless there is at least one Independent Manager then serving in such capacity. Except to the limited extent set forth in this Section 8.4, all power to manage the affairs of the Company shall be vested in the Board and not in any Independent Manager. (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: (i1) 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 disadvantageous, in any material respect to the Company and (ii2) the Rating Agency Condition is satisfied. The So long as any Obligation is outstanding, the Board also shall cause the Company to: (1i) maintain its own stationery and other business forms separate books from those of any other Person (including the Board), and records and bank accountsconduct business in its own name except that certain Persons may act on behalf of the Company as agents; (2ii) at all times hold itself out maintain separate office space of its own as part of its operations, although such space may be in a building shared with the Members (or any Affiliate thereof); (iii) segregate its corporate records, other books and records, and other assets from the property of the Members; (iv) take certain actions to disclose publicly the Company’s separate existence and the transactions contemplated by any Securitization Agreement, including through the filing of financing statements under the Uniform Commercial Code; (v) not conceal from any interested party any transfers contemplated by the Transaction Documents; (vi) allocate any direct, indirect or overhead expenses for items shared between the Company and the Members to the public extent practical on the basis of actual use or value of services rendered and otherwise on a basis reasonably related to actual use or the value of services rendered; (vii) pay its own operating expenses and liabilities from its own funds, except the Members may pay any or all expenses of the Company incurred in connection with the transactions entered into pursuant to any Transaction Documents, including those related to the Company’s organization and except as is set forth in the preceding paragraph regarding certain shared overhead expenses; 8 Limited Liability Company Agreement of SG Mortgage Securities, LLC (viii) maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, ascertain or otherwise identify the Company’s individual assets and liabilities from those of the Initial Member or from those of any other Persons person or entity, including any Affiliate of the Initial Member, and, except as a legal entity set forth below, maintain its own books of account and corporate records separate from the Members and Initial Member or any Affiliate thereof; (ix) properly reflect any monetary transactions, including those with the Initial Member, in its financial records; (x) except as is set forth in any Transaction Documents, not commingle or pool its funds or other assets or liabilities with those of the Initial Member or any other Person; (3xi) have a Board of Directors separate from that of except as is set forth in any Transaction Documents, not maintain joint bank accounts or other depository accounts to which the Members and any Initial Member (other Personthan in their capacity as agent or Manager for the Company) has independent access; (4xii) file strictly observe corporate formalities, including with respect to its own tax returnsdealings with the Initial Member and any Affiliate thereof and any transfer of assets between the Company, if anyon the one hand, and the Initial Member or any Affiliate thereof, on the other; (xiii) enter into any Transaction Documents with the Initial Member or any Affiliate thereof on terms and conditions that are consistent with those of arm’s-length relationships; (xiv) not hold itself out to be, responsible for, or guaranty the debts of, the Initial Member, except as may be required under applicable law, is contemplated by any Transaction Document; (xv) make all distributions to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated Initial Member, in its capacity as a division for tax purposes of another taxpayerthe Company’s sole member, and pay any taxes so required to be paid under in accordance with applicable law; (5xvi) except as contemplated enter into any other transactions with the Initial Member and any Affiliate thereof permitted by (although not expressly provided for in) any Transaction Documents only if: (x) the Basic Documents, not commingle its assets with assets terms of any other Person; (6) conduct its business in its own name such transaction are fair and strictly comply with all organizational formalities equitable to maintain its separate existence; (7) maintain separate financial statements; (8) pay its own liabilities; (9) maintain an arm's length relationship with its Affiliates each of the parties and the Members; (10) pay the salaries of its own employees, if any; (11) not hold out its credit or assets as being available to satisfy the obligations of others; (12) allocate fairly and reasonably any overhead for shared office space; (13) use separate stationery, invoices and checks; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (15) correct any known misunderstanding regarding its separate identity; (16) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (17) cause its Board of Directors to meet at least annually as favorable as may be obtained from a third party Person and (y) such transactions are the type of transaction that would be entered into by a prudent person or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18) not acquire any securities of the Members except to the extent permitted by the Basic Documentsentity; and (19xvii) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure of the Companynot be named, or the Members or Board on behalf of the Company, enter into any agreement to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the Directors. (e) So long as any Obligation is outstanding, the Board shall not cause or permit the Company to: (1) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2) engagebe named, directly or indirectly, in as a direct or contingent beneficiary or loss payee on any business other than insurance policy covering the actions required or permitted to be performed under Section 3.1, the Basic Documents or this Section; (3) incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents; (4) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions assets of the Basic Documents and permit the same to remain outstanding in accordance with such provisions; (5) to the fullest extent permitted by lawInitial Member. 9 Limited Liability Company Agreement of SG Mortgage Securities, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Documents; or (6) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).LLC

Limitations on the Company’s Activities. (a) This Section 4.1 is being adopted in order to comply with certain provisions required in order to qualify the Company as a "special purposepurpose entity" entity. (b) The Members shall not, so for purposes of the maintaining the ratings on the Rated Securities. So long as any Obligation Indebtedness is outstanding, : (a) The Member shall not amend, alter, change or repeal the definition of "Independent Director"Manager" or Section 2.1, Article III, IV, XI or XII or Section 13.2 or 13.7, 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 Schedule A of this Agreement without under conditions or in any manner expressly prohibited by the unanimous written consent of the Board (including all Independent Directors)Financing Documents. Subject to this SectionSection 4.1, the Members and the Board are reserved Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 13.7. (cb) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Members, Member or the Board, any Officer, any Manager, or any other Person, neither the Members 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 including, so long as any Rated Security is outstanding, the Independent DirectorsManager), to take any Material Action. (dc) The Board and the Members 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 to preserve any such existence, right or franchise if: (i) if the Board shall determine that the preservation thereof is no longer desirable for the conduct of its business and that business. So long as any Rated Security is outstanding, 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 accountsaccounts separate from those of any other Person; (2) at all times hold itself out to the public and all other Persons as a legal entity separate from the Members Member, other Affiliates and any other Person; (3) have a Board of Directors separate composed differently from that of the Members and any other PersonMember; (4) file its own tax returns, if any, as may be required under applicable law, to the extent (1a) not part of a consolidated group filing a consolidated return or returns returns, or (2b) 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 by it 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 strictly comply with all organizational formalities to maintain its separate existence; (7) maintain separate financial statements; (8) pay its own liabilities; (9) maintain an arm's length relationship with its Affiliates and the Members; (10) pay the salaries of its own employees, if any; (11) not hold out its credit or assets as being available to satisfy the obligations of others; (12) allocate fairly and reasonably any overhead for shared office space; (13) use separate stationery, invoices and checks; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (15) correct any known misunderstanding regarding its separate identity; (16) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (17) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18) not acquire any securities of the Members except to the extent permitted by the Basic Documents; and (19) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure of the Company, or the Members or Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the Directors. (e) So long as any Obligation is outstanding, the Board shall not cause or permit the Company to: (1) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 3.1, the Basic Documents or this Section; (3) incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents; (4) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisions; (5) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Documents; or (6) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Limitations on the Company’s Activities. (ai) 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. (bii) The Members Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal the definition of "“Independent Director", Manager” or Sections 3.15(c), 3.27, 6.18, 6.99, 6.1010, 14.116, 14.220, 14.521, 16.122, 16.2 and 16.3 23, 24, 25, 26 or 31 or Schedule A of this Agreement without the unanimous written consent of the Board (including all Independent Directors)Managers. Subject to this SectionSection 9(f), the Members and the Board are reserved Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 31. (ciii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the MembersMember, the Board, any Officer, any Manager, Manager or any other Person, so long as any Obligation is outstanding, neither the Members Member nor the Board nor any Officer Manager 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)Managers, to take any Material Action, provided, however, that, so long as any Obligation is outstanding, the Manager may not authorize the taking of any Material Action, unless there is at least one Independent Manager then serving in such capacity. (div) The Board and the Members Manager 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 Manager also shall cause the Company to: (1A) maintain its own separate books and records and bank accounts; (2B) at all times hold itself out to the public and all other Persons as a legal entity separate from the Members Member and any other Person; (3) have a Board of Directors separate from that of the Members and any other Person; (4C) 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; (5D) except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person; (6E) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (7F) maintain separate financial statements; (8) G) pay its own liabilitiesliabilities only out of its own funds, provided, however, the foregoing shall not require the Member to make any additional capital contributions to the Company; (9H) maintain an arm's ’s length relationship with its Affiliates and the MembersMember; (10I) pay the salaries of its own employees, if any, provided, however, the foregoing shall not require the Member to make any additional capital contributions to the Company; (11J) not hold out its credit or assets as being available to satisfy the obligations of others; (12K) allocate fairly and reasonably any overhead for shared office space; (13L) use separate stationery, invoices and checks; (14M) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (15N) correct any known misunderstanding regarding its separate identity;; and (16O) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (17) cause its Board of Directors , provided, however, the foregoing shall not require the Member to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18) not acquire make any securities of the Members except additional capital contributions to the extent permitted by the Basic Documents; and (19) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure . Failure of the Company, or the Members or Board Manager on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the DirectorsManager. (ev) So long as any Obligation is outstanding, the Board Manager shall not cause or permit the Company to: (1A) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2B) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 3.17, the Basic Documents or this SectionSection 9(f); (3C) incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents; (4D) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisions; (5E) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic DocumentsDocuments and subject to obtaining any approvals required under this Agreement; or (6F) except as contemplated or permitted by the Basic Documents, form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Limitations on the Company’s Activities. (a) This Section 4.10 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"Manager” or Article 1, Article 3, this Article 4, Section 7.05, Section 7.06, Article 8, Article 9, Article 10, Section 11.03, Section 11.05, Section 11.14, 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 Section 11.17 of this Agreement without the unanimous written consent of the Board (including all Managing Member and the Independent Directors)Managers. Subject to this SectionSection 4.10(b), the Members and the Board are reserved Managing Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 11.05. (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, officer or any other Person, neither none of the Members nor the Board nor any Officer officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Managing Member and the Board (including all Independent Directors)Managers, to take any Material Action, provided, however, that so long as any Obligation is outstanding, the Managing Member may not authorize the taking of any Material Action, unless there are at least two Independent Managers then serving in such capacity. (d) The Board and the Members Managing 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 to preserve any such existence, right or franchise if: (i) if the Board Managing Member 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 satisfiedCompany. 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 strictly comply with all organizational formalities to maintain its separate existence; (7) maintain separate financial statements; (8) pay its own liabilities; (9) maintain an arm's length relationship with its Affiliates and the Members; (10) pay the salaries of its own employees, if any; (11) not hold out its credit or assets as being available to satisfy the obligations of others; (12) allocate fairly and reasonably any overhead for shared office space; (13) use separate stationery, invoices and checks; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (15) correct any known misunderstanding regarding its separate identity; (16) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (17) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18) not acquire any securities of the Members except to the extent permitted by the Basic Documents; and (19) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure Failure of the Company, or the Members or Board Managing Member on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the DirectorsManaging Member. (e) So long as any Obligation is outstanding, the Board Managing Member shall not cause or permit the Company to: (1) except as contemplated by to take any action set forth on Schedule I attached hereto. In the Basic Documents, guarantee any obligation event of any Person, including any Affiliate; (2) engage, directly conflict or indirectly, in any business other than inconsistency between the actions required or permitted to be performed under Section 3.1provisions of Schedule I and the rest of this Agreement, the Basic Documents or this Section; (3) incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents; (4) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents Schedule I shall control and permit the same to remain outstanding in accordance with such provisions; (5) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Documents; or (6) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other)govern.

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 Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal the definition of "Independent Director", Article One or Sections 3.12.04(c), 3.23.01, 6.13.02, 6.94.01, 6.104.02, 14.14.03, 14.24.05, 14.54.06, 16.14.07, 16.2 and 16.3 4.08, 4.09, 4.10, 4.11, 5.04, 7.01, 8.01, 8.02, 8.03, 8.04, 8.05, 9.01 or 9.02 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 Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 9.01. (c) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the MembersMember, the Board, any Officer, any Manager, Officer or any other Person, neither the Members 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. (d) The Board and the Members 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 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 Member and any other Person; (3) have a Board of Directors separate from that of the Members Member 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 strictly comply with all organizational formalities to maintain its separate existence; (7) maintain separate financial statements; (8) pay its own liabilities; (9) maintain an arm's length relationship with its Affiliates and the MembersMember; (10) pay the salaries of its own employees, if any; (11) not hold out its credit or assets as being available to satisfy the obligations of others; (12) allocate fairly and reasonably any overhead for shared office space; (13) use separate stationery, invoices and checks; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (15) correct any known misunderstanding regarding its separate identity; (16) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (17) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18) not acquire any securities of the Members except to the extent permitted by the Basic DocumentsMember; and (19) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure of the Company, or the Members Member or Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members Member or the Directors. (e) So long as any Obligation is outstanding, the Board shall not cause or permit the Company to: (1) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 3.13, the Basic Documents or this Section; (3) incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents; (4) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisions; (5) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Documents; or (6) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Limitations on the Company’s Activities. (ai) This Section 10(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a "“special purpose" purpose entity.” (bii) The Members Member shall not, so long as any Obligation is outstanding, not amend, alter, change or repeal the definition of "“Independent Director"Manager” or Section 8, 9, 10, 11, 19, 20, 22, 23, 24 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 the definition of “Independent Manager” set forth in Schedule A of this Agreement or engage in any business or activity other than as set forth in Section 8(a) without the unanimous written consent of the Board (including all both Independent DirectorsManagers). Subject to this SectionSection 10(j), the Members and the Board are reserved the right to Member may amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 29. (ciii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Members, Member or the Board, any Officer, any Manager, or any other Person, neither the Members 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 both Independent DirectorsManagers), to take any Material Action. (div) The Board and the Members 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 to preserve any such existence, right or franchise if: (i) if the Board shall determine that the preservation thereof is no longer desirable for the conduct of its business. The Board shall cause the Company to be operated in such a manner as the Board deems reasonable and necessary or appropriate to preserve the limited liability of the Member, the separateness of the Company from the business and that affairs of the loss thereof is not disadvantageous in Member or any material respect to Affiliate of the Member, and until one year and one day after any indebtedness and any other liabilities of the Company and (ii) have been paid in full, the Rating Agency Condition is satisfiedspecial purpose, bankruptcy remote status of the Company. 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 members and any other Personperson and conduct its own business in its own name and require that all full-time employees of the Company, if any, identify themselves as such and not as employees of the Member or any of its subsidiaries; (2) maintain the Company’s books, records and bank accounts separate from those of the Member and each other subsidiary of the Member and otherwise in such a manner so that such books and records are readily identifiable as its own assets rather than assets of the Member or any such subsidiary; (3) have a Board of Directors separate composed differently from that of the Members Member and any other Person; (4) file its own tax returns, if any, as may be required under applicable law, to the extent (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (5) allocate fairly and reasonably any taxes and any overhead expenses that are shared with an affiliate, including for shared office space and for services performed by an employee of an Affiliate; (6) except as contemplated by specifically permitted herein or in the Basic Transaction Documents, not commingle its assets with assets of any other Person; (6) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (7) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other person and not have its assets listed on any financial statement of any other person; provided, however, that the Company’s assets may be included in a consolidated financial statement of its Affiliate; provided that (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Company from such Affiliate and to indicate that the Company’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other company and (B) such assets shall also be listed on the Company’s own separate balance sheet; (8) pay its indebtedness and other liabilities out of its own liabilitiesfunds and assets; (9) maintain an arm's arm’s-length relationship with the Member and its Affiliates and the Membersother Affiliates; (10) pay the salaries of its own officers and employees, if any; (11) not hold out its credit or assets as being available to satisfy the obligations of others; (12) allocate fairly and reasonably any overhead for shared office spacespace or other expenses incurred by itself or any Affiliate on its behalf; (13) use separate stationery, invoices invoices, checks and checksother business forms separate from those of any other Person; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other PersonPerson (except as contemplated by the Transaction Documents to which it is a party); (15) correct any known misunderstanding regarding its separate identity; (16) maintain at all times adequate capital in light of its contemplated business purpose, transactions operations and liabilitiesliabilities and refrain from making any distributions or other payments in respect of its membership interests (including any repurchase of membership interests or return of capital) that would cause it to have inadequate capital; (17) cause its Board of Directors Managers to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18) not acquire any securities of the Members except cause its officers and managers, to the extent permitted by law, until one year and one day after any indebtedness and any other liabilities of the Basic DocumentsCompany are paid in full, to make decisions with respect to the business and daily operations of the Company independent of, and not dictated by, the Member or any Affiliate of the Member; (19) not acquire any obligations or securities of the Member; and (1920) except as otherwise provided herein, maintain its Certificate of Formation and this Agreement in conformity with the Transaction Documents, such that it does not amend, restate, supplement or otherwise modify its Certificate of Formation and this Agreement in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents. (v) The Board shall not cause or permit the DirectorsCompany to: (1) guarantee any obligation of any Person, Officersincluding any Affiliate of the Company; (2) engage, agents and directly or indirectly, in any business other representatives than as contemplated by this Agreement; (3) incur, create or assume any indebtedness other than as contemplated by this Agreement or the Transaction Documents to which the Company is a party; (4) take any action relating to (A) the dissolution or liquidation of the Company or (B) the initiation of, participation in, acquiescence in or consent to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure of any bankruptcy, insolvency, reorganization or similar proceeding involving the Company, that is not duly authorized by unanimous vote of its managers (including the Independent Managers); (5) maintain its separateness such that it does not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the Members assets of, any Person, nor at any time create, have, acquire, maintain or Board on behalf hold any interest in any subsidiary; or (6) observe all organizational formalities as a distinct entity, and ensure that all actions relating to (A) the dissolution or liquidation of the Company or (B) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving the Company, are duly authorized by unanimous vote of its managers (including the Independent Managers). Failure of the Company to comply with any of the foregoing covenants or any other covenants contained in this Agreement Section 10(j) shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the DirectorsMember and Managers. (e) So long as any Obligation is outstanding, the Board shall not cause or permit the Company to: (1) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 3.1, the Basic Documents or this Section; (3) incur, create or assume any indebtedness other than as expressly permitted under the Basic Documents; (4) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisions; (5) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Documents; or (6) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Limitations on the Company’s Activities. (ai) 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" purpose entity.” (bii) The Members Member or the Special Member, if any, shall not, so long as any Obligation is outstanding, outstanding or the Lease Agreement is in effect amend, alter, change or repeal the definition of "“Independent Director"Manager” or Sections 5(c), 7, 8, 9(a), 9(j), 10, 24(c), 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 30 or Schedule A of this Agreement without the unanimous written consent of the Board (including all the Independent DirectorsManager(s)). Subject to this SectionSection 9(j), the Members and the Board are reserved Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 31. (ciii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the MembersMember, any Special Member, the Board, Board or any Officer, any Manager, or any other Person, neither the Members Member nor any Special Member nor the Board nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, to take any Material Action without the prior unanimous written consent of each of (i) the Member and (ii) all of the Managers of the Board (including all the Independent DirectorsManager(s)); provided, to take however, that the Board may not vote on, or authorize the taking of, any Material Action, unless there is at least one Independent Manager then serving in such capacity. (div) The Board and the Members 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 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 strictly comply with all organizational formalities to maintain its separate existence; (7) maintain separate financial statements; (8) pay its own liabilities; (9) maintain an arm's length relationship with its Affiliates and the Members; (10) pay the salaries of its own employees, if any; (11) not hold out its credit or assets as being available to satisfy the obligations of others; (12) allocate fairly and reasonably any overhead for shared office space; (13) use separate stationery, invoices and checks; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (15) correct any known misunderstanding regarding its separate identity; (16) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (17) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities; (18) not acquire any securities of the Members except to the extent permitted by the Basic Documents; and (19) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure of the Company, or the Members or Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the Directors. (ev) So long as any Obligation is outstandingoutstanding or the Lease Agreement is in effect, the Board shall not cause or permit the Company to: (1A) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2B) engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Section 3.17, the Basic Documents Lease Agreement or this SectionSection 9(j); (3C) incur, create or assume any indebtedness other than as expressly permitted under the Basic Documentsindebtedness; (4D) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Company may invest in those investments permitted under the Basic Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Documents and permit the same to remain outstanding in accordance with such provisions; (5E) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic DocumentsLease Agreement; or (6F) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Limitations on the Company’s Activities. (ai) This Section 9j is being adopted in order to comply with certain provisions required in order to qualify the Company as a "special purposepurpose entity" entityfor the purpose of the Indebtedness. (bii) The Members Member shall not, so long as any Obligation Indebtedness is outstanding, amend, alter, change or repeal the definition of "Independent Director", " or Sections 3.17, 3.28, 6.19, 6.910, 6.1020, 14.121, 14.222, 14.523, 16.124, 16.2 and 16.3 26 or 31 or Schedule A of ---------- this Agreement without the unanimous written consent of the Board (including all the Independent DirectorsDirector). Subject to this SectionSection 9j, the Members and the Board are reserved Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Article XVISection 31. (ciii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Members, Member or the Board, any Officer, any Manager, or any other Person, neither the Members 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 the Independent DirectorsDirector), to take any Material Action; provided, however, that the foregoing is subject in all cases -------- ------- to Section 843(e) of the Statute. (div) The Unless otherwise provided in the Note Issuance Documents, so long as any Indebtedness is outstanding, the Board and the Members 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 to -------- ------- preserve any such existence, right or franchise if: (iA) 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 holders of the Indebtedness and the Company shall deliver to the Note Trustee an Officer's Certificate to that effect and (iiB) 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 Member and any other Person; (3) have a Board of Directors separate composed differently from that of the Members Member and any other Person; (4) file its own tax returns, if any, as may be required under applicable law, to the extent (1a) not part of a consolidated group filing a consolidated return or returns or (2b) 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 PersonPerson (except as contemplated by the Basic Documents); (6) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existencename; (7) maintain separate financial statements; (8) pay its own liabilitiesliabilities only out of its own funds; (9) maintain an arm's length relationship with its Affiliates and the Membersits Member; (10) pay the salaries of its own employees, if any; (11) not hold out its credit or assets as being available to satisfy the obligations of others; (12) allocate fairly and reasonably any overhead for shared office space; (13) use separate stationery, invoices and checks; (14) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (15) correct any known misunderstanding regarding its separate identity; (16) maintain adequate capital in light of its contemplated business purpose, transactions and liabilitiespurposes; (17) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities;; and (18) not acquire any obligations or securities of the Members except to the extent permitted by the Basic Documents; and (19) cause the Directors, Officers, agents and other representatives of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure of the Company, or the Members or Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the DirectorsMember. (ev) So long as any Obligation Indebtedness is outstanding, the Board shall not cause or permit the Company to: (1) except as contemplated by the Basic Documents, guarantee any obligation of any Person, including any Affiliate; (2) engage, directly or indirectly, in any business other than that arising out of the issuance of the Indebtedness or the actions required or permitted to be performed under Section 3.17, the Basic Note Issuance Documents or this SectionSection 9j; (3) incur, create or assume any indebtedness other than the Indebtedness or as otherwise expressly permitted under the Basic Note Issuance Documents; (4) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any PersonPerson other than the instruments constituting part of the Collateral, except that the Company may invest in those investments permitted under the Basic Note Issuance Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Note Issuance Documents and permit the same to remain outstanding in accordance with such provisions; (5) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Note Issuance Documents; or (6) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other).

Limitations on the Company’s Activities. (ai) This Section 9j is being adopted in order to comply with certain provisions required in order to qualify the Company as a "special purposepurpose entity" entityfor the purpose of the Indebtedness. (bii) The Members Member shall not, for so long as any Obligation Indebtedness is outstanding, amend, alter, change change, or repeal the definition of "Independent Director"" or Sections 7, 8, 9, 10, 20, 21, 22, 23, 24, 26, 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 31 or Schedule A of this Agreement without the unanimous written consent of the Board (including all the Independent Directors). Subject to this SectionSection 9j, the Members and the Board are reserved Member reserves the right to amend, alter, change change, or repeal any provisions contained in this Agreement in accordance with Article XVISection 31. (ciii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the MembersMember, the Board, any Officer, any Manager, Officer or any other Person, Person neither the Members 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 the Independent Directors), to take any Material Action; provided, however, that the foregoing is subject in all cases to Section 843(e) of the Statute. (div) The Unless otherwise provided in the Note Issuance Documents, for so long as any Indebtedness is outstanding, the Board and the Members 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 to preserve any such existence, right or franchise if: (iA) 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 holders of the Indebtedness, and the Company shall deliver to the Note Trustee an Officer's Certificate to that effect, and (iiB) the Rating Agency Condition is satisfiedsatisfied with regard to such decision not to preserve such right or franchise. The Board also shall cause the Company to: (1) maintain Maintain its own correct and complete separate books and records and bank accountsaccounts and maintain the resolutions, agreements, and other instruments underlying the transactions engaged in by the Company as official records of the Company; (2) at At all times hold itself out to the public and all other Persons as a legal entity separate from the Members Member and any other Person; (3) have Have a Board of Directors separate composed differently from that of the Members Member and any other Person, with the business affairs of the Company managed by or subject to the direction of such Board, free of any undue or excessive control exercised by any other Person, whether or not an Affiliate; (4) file File its own tax returns, if any, as may be required under applicable law, to the extent (1a) not part of a consolidated group filing a consolidated return or returns or (2b) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (5) Not commingle its assets with assets of any other Person (except as contemplated by the Basic Documents), not commingle its to maintain the identifiability of the funds and other assets with of the Company, and to ensure that the assets and liabilities of the Company are readily distinguishable from those of any other Person; (6) conduct Conduct its business in its own name and strictly comply not conduct its business in a manner which would give any Person reasonable grounds to believe it is dealing with all organizational formalities to maintain the Member, any of its separate existenceother Affiliates, or any other Person other than the Company; (7) maintain Maintain separate financial statements; (8) pay Pay its own liabilitiesliabilities only out of its own funds; (9) maintain Maintain an arm's length relationship with its Affiliates and its Member and engage in transactions with its Affiliates (i) only on terms and conditions which are commercially reasonable and comparable to transactions on an arms-length basis with unaffiliated Persons, and (ii) only with the Membersprior approval of the Board (including the Independent Directors); (10) pay Pay the salaries of its own employees, if any; (11) not Not hold out its credit or assets as being available to satisfy the obligations of othersothers and not seek or obtain credit based on, or induce any third party to reasonably rely on, the assets or creditworthiness of any other Person, whether or not an Affiliate of the Company; (12) allocate Allocate fairly and reasonably any overhead for shared office spacespace and conduct its business from an office or designated area separate from that of its Member and any other Affiliate; (13) use Use separate stationery, invoices invoices, and checks; (14) except as contemplated by the Basic Documents, not Not pledge its assets for the benefit of any other PersonPerson (except as contemplated by the Basic Documents); (15) correct Correct any known misunderstanding regarding its separate identity; (16) maintain Maintain adequate capital in light of its contemplated business purpose, transactions and liabilitiespurposes; (17) cause Cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other Delaware limited liability company formalities;; and (18) not Not acquire any obligations or securities of the Members except a Member or make loans or advances to the extent permitted by the Basic Documents; and (19) cause the Directors, Officers, agents and other representatives a Member. Failure of the Company to act at all times with respect to the Company consistently and in furtherance of the foregoing and in the best interests of the Company; failure of the Company, or the Members or Board on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Members or the DirectorsMember. (ev) So For so long as any Obligation Indebtedness is outstanding, the Board shall not cause or permit the Company to: (1) except as contemplated by the Basic Documents, guarantee Guarantee any obligation of any Person, including any Affiliate; (2) engageEngage, directly or indirectly, in any business other than that arising out of the issuance of the Indebtedness or the actions required or permitted to be performed under Section 3.17, the Basic Documents Note Issuance Documents, or this SectionSection 9j; (3) incurIncur, create create, or assume any indebtedness other than the Indebtedness or as otherwise expressly permitted under the Basic Note Issuance Documents; (4) make Make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any PersonPerson other than the instruments constituting part of the Collateral, except that the Company may invest in those investments permitted under the Basic Note Issuance Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Basic Note Issuance Documents and permit the same to remain outstanding in accordance with such provisions; (5) to To the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale sale, or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Basic Note Issuance Documents; or (6) formForm, acquire acquire, or hold any subsidiary (whether corporate, partnership, limited liability company company, or other).