IN SUCH PLEDGOR; (IV) WILL NOT INCUR ANY
DEBT, SECURED OR UNSECURED, DIRECT OR CONTINGENT (INCLUDING GUARANTEEING ANY
OBLIGATION); AND (V) WILL CAUSE SUCH PLEDGOR TO COMPLY WITH THE PROVISIONS OF
THIS SECTION 3.6.
PRIOR TO THE WITHDRAWAL OR THE DISASSOCIATION OF ANY SPE
COMPONENT ENTITY FROM SUCH PLEDGOR, SUCH PLEDGOR SHALL IMMEDIATELY APPOINT A NEW
GENERAL PARTNER OR MANAGING MEMBER WHOSE ARTICLES OF INCORPORATION ARE
SUBSTANTIALLY SIMILAR TO THOSE OF SUCH SPE COMPONENT ENTITY AND, IF AN OPINION
LETTER PERTAINING TO SUBSTANTIVE CONSOLIDATION WAS REQUIRED AT CLOSING, DELIVER
A NEW OPINION LETTER ACCEPTABLE TO LENDER AND THE RATING AGENCIES WITH RESPECT
TO THE NEW SPE COMPONENT ENTITY AND ITS EQUITY OWNERS.
NOTWITHSTANDING THE
FOREGOING, TO THE EXTENT SUCH PLEDGOR IS A SINGLE MEMBER DELAWARE LIMITED
LIABILITY COMPANY, SO LONG AS SUCH PLEDGOR MAINTAINS SUCH FORMATION STATUS, NO
SPE COMPONENT ENTITY SHALL BE REQUIRED.
(C)
IN THE EVENT SUCH PLEDGOR IS A SINGLE-MEMBER DELAWARE LIMITED
LIABILITY COMPANY, THE LIMITED LIABILITY COMPANY AGREEMENT OF SUCH PLEDGOR (THE
"LLC AGREEMENT") SHALL PROVIDE THAT (I) UPON THE OCCURRENCE OF ANY EVENT THAT
CAUSES THE SOLE MEMBER OF SUCH PLEDGOR ("MEMBER") TO CEASE TO BE THE MEMBER OF
SUCH PLEDGOR (OTHER THAN (A) UPON AN ASSIGNMENT BY MEMBER OF ALL OF ITS LIMITED
LIABILITY COMPANY INTEREST IN SUCH PLEDGOR AND THE ADMISSION OF THE TRANSFEREE,
OR (B) THE RESIGNATION OF MEMBER AND THE ADMISSION OF AN ADDITIONAL MEMBER IN
EITHER CASE IN ACCORDANCE WITH THE TERMS OF THE LOAN DOCUMENTS AND THE LLC
AGREEMENT), ANY PERSON ACTING AS INDEPENDENT DIRECTOR OF SUCH PLEDGOR SHALL
WITHOUT ANY ACTION OF ANY OTHER PERSON AND SIMULTANEOUSLY WITH THE MEMBER
CEASING TO BE THE MEMBER OF SUCH PLEDGOR, AUTOMATICALLY BE ADMITTED TO SUCH
PLEDGOR ("SPECIAL MEMBER") AND SHALL CONTINUE SUCH PLEDGOR WITHOUT DISSOLUTION
AND (II) SPECIAL MEMBER MAY NOT RESIGN FROM SUCH PLEDGOR OR TRANSFER ITS RIGHTS
AS SPECIAL MEMBER UNLESS (A) A SUCCESSOR SPECIAL MEMBER HAS BEEN ADMITTED TO
SUCH PLEDGOR AS SPECIAL MEMBER IN ACCORDANCE WITH REQUIREMENTS OF DELAWARE LAW
AND (B) SUCH SUCCESSOR SPECIAL MEMBER HAS ALSO ACCEPTED ITS APPOINTMENT AS AN
INDEPENDENT DIRECTOR.
THE LLC AGREEMENT SHALL FURTHER PROVIDE THAT (I) SPECIAL
MEMBER SHALL AUTOMATICALLY CEASE TO BE A MEMBER OF SUCH PLEDGOR UPON THE
ADMISSION TO SUCH PLEDGOR OF A SUBSTITUTE MEMBER, (II) SPECIAL MEMBER SHALL BE A
MEMBER OF SUCH PLEDGOR THAT HAS NO INTEREST IN THE PROFITS, LOSSES AND CAPITAL
OF SUCH PLEDGOR AND HAS NO RIGHT TO RECEIVE ANY DISTRIBUTIONS OF SUCH PLEDGOR
ASSETS, (III) PURSUANT TO SECTION 18-301 OF THE DELAWARE LIMITED LIABILITY
COMPANY ACT (THE "ACT"), SPECIAL MEMBER SHALL NOT BE REQUIRED TO MAKE ANY
CAPITAL CONTRIBUTIONS TO SUCH PLEDGOR AND SHALL NOT RECEIVE A LIMITED LIABILITY
COMPANY INTEREST IN SUCH PLEDGOR, (IV) SPECIAL MEMBER, IN ITS CAPACITY AS
SPECIAL MEMBER, MAY NOT BIND SUCH PLEDGOR, AND (V) EXCEPT AS REQUIRED BY ANY
MANDATORY PROVISION OF THE ACT, SPECIAL MEMBER, IN ITS CAPACITY AS SPECIAL
MEMBER, SHALL HAVE NO RIGHT TO VOTE ON, APPROVE OR OTHERWISE CONSENT TO