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

Limitations on the Company’s Activities. (i) This Section 9(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity. (ii) The Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal the definition of “Independent Director” or Sections 5(c), 7, 8, 9, 10, 16, 20, 21, 22, 23, 24, 25, 26 or 31 or Schedule A of this Agreement without the unanimous written consent of the Board (including all Independent Directors). Subject to this Section 9(j), the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 31. (iii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board, any Officer or any other Person, neither the Member nor the Board nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Member and the Board (including all Independent Directors), to take any Material Action, provided, however, that the Board may not vote on, or authorize the taking of, any Material Action, unless there are at least two Independent Directors then serving in such capacity.

Limitations on the Company’s Activities. (i) This Section 9(j9(d) is being adopted in order to comply with certain provisions of the Loan Documents required in order to qualify the Company as a “special purpose” entity. (ii) The Managing Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal the definition of “Independent Director” or Sections 5(c)5, 7, 8, 9, 10, 16, 20, 21, 22, 23, 24, 25, 26 or 31 or Schedule A of this Agreement without the unanimous written consent of the Board (including all Members and the Independent Directors)Manager, and, after securitization of the Loan, only if the Company receives confirmation that the Rating Agency Condition is satisfied. Subject to this Section 9(j9(d), the Managing Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 31. (iii) A. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Managing Member, the Board, any Officer or any other Person, neither the Managing Member nor the Board nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the CompanyCompany to, and the Company shall not, with respect to itself, without the prior unanimous written consent vote of the Member Members and the Board (including all Independent Directors), to Manager take any Material Action, Bankruptcy Action provided, however, that the Board Members may not vote on, or authorize the taking of, any Material Bankruptcy Action, unless there are is at least two one Independent Directors Manager then serving in such capacity.

Limitations on the Company’s Activities. (i) This Section 9(j) is being adopted in order to comply with ------------ certain provisions required in order to qualify the Company as a “"special purpose” " entity. (ii) The Member shall not, so long as any Obligation is outstanding, amend, alter, change or repeal the definition of “"Independent Director” " or Sections 5(c), 7, 8, 9, 10, 16, 20, 21, 22, 23, 24, -------- - - - -- -- -- -- -- -- -- 25, 26 26, 28, 29, 31 or 31 33 or Schedule A of this Agreement without -- -- -- -- -------- ----------- the unanimous written consent of the Board (including all Independent Directors). Subject to this Section 9(j), the Member ------------ reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section ------- 31.. -- (iii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board, any Officer or any other Person, neither the Member nor the Board nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Member and the Board (including all Independent Directors), to take any Material Action, provided, however, that the Board may not vote on, or ------- authorize the taking of, any Material Action, unless there are is at least two one Independent Directors Director(s) then serving in such capacity.

Limitations on the Company’s Activities. (i) This Section 9(j) 9j is being adopted in order to comply with certain provisions required in order to qualify the Company as a “"special purpose” purpose entity" for the purpose of the Indebtedness. (ii) The Member shall not, so long as any Obligation Indebtedness is outstanding, amend, alter, change or repeal the definition of “"Independent Director” " or Sections 5(c), 7, 8, 9, 10, 16, 20, 21, 22, 23, 24, 25, 26 or 31 or Schedule A of ---------- this Agreement without the unanimous written consent of the Board (including all the Independent DirectorsDirector). Subject to this Section 9(j)9j, the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 31. . (iii) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, Member or the Board, any Officer or any other Person, neither the Member nor the Board nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Member and the Board (including all the Independent DirectorsDirector), to take any Material Action, ; provided, however, that the Board may not vote on, or authorize foregoing is subject in all cases -------- ------- to Section 843(e) of the taking of, any Material Action, unless there are at least two Independent Directors then serving in such capacityStatute.