IN
THIS AGREEMENT AND SUBJECT TO SECTION 9(J), THE MANAGERS ARE AGENTS OF THE
COMPANY FOR THE PURPOSE OF THE COMPANY'S BUSINESS, AND THE ACTIONS OF THE
MANAGERS TAKEN IN ACCORDANCE WITH SUCH POWERS SET FORTH IN THIS AGREEMENT SHALL
BIND THE COMPANY.
NOTWITHSTANDING THE LAST SENTENCE OF SECTION 18-402 OF THE
ACT AND EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR IN A RESOLUTION OF
THE MANAGERS, A MANAGER SHALL NOT HAVE THE AUTHORITY TO BIND THE COMPANY.
(J)
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 MANAGER" 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 MANAGERS).
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 MANAGERS), TO TAKE ANY MATERIAL ACTION.
THE BOARD MAY NOT VOTE ON, OR OTHERWISE AUTHORIZE, THE TAKING OF ANY MATERIAL
ACTION UNLESS THERE ARE AT LEAST TWO INDEPENDENT MANAGERS THEN SERVING IN SUCH
CAPACITY IN ACCORDANCE WITH SECTION 10.
(IV)
THE BOARD AND THE MEMBER SHALL CAUSE THE COMPANY TO DO OR CAUSE
TO BE DONE ALL THINGS NECESSARY TO PRESERVE AND KEEP IN FULL FORCE AND EFFECT
ITS EXISTENCE, RIGHTS (CHARTER AND STATUTORY) AND FRANCHISES; PROVIDED, HOWEVER,
THAT THE COMPANY SHALL NOT BE REQUIRED TO PRESERVE ANY SUCH RIGHT OR FRANCHISE
IF: (1) 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 (2) THE RATING AGENCY
CONDITION IS SATISFIED.
THE BOARD ALSO SHALL CAUSE THE COMPANY TO:
(A)
MAINTAIN ITS OWN SEPARATE BOOKS AND RECORDS AND BANK ACCOUNTS;
(B)
AT ALL TIMES HOLD ITSELF OUT TO THE PUBLIC AND ALL OTHER PERSONS
AS A LEGAL ENTITY SEPARATE FROM THE MEMBER AND ANY OTHER PERSON;
5
(C)
HAVE A BOARD OF MANAGERS SEPARATE FROM THAT OF THE MEMBER AND ANY
OTHER PERSON;
(D)
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