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SEC Filings

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                  ii) issue membership interests in the Company to any Person
and admit such Person as a Member;

                  iii) do any act in contravention of this Agreement or any
resolution of the Members, or cause the Company to engage in any business not
authorized by the Certificate or the terms of this Agreement or that which would
make it impossible to carry on the usual course of business of the Company;

                  iv) enter into or amend any agreement which provides for the
management of the business or affairs of the Company by a person other than the

                  v) change or reorganize the Company into any other legal form;

                  vi) amend this Agreement;

                  vii) approve a merger or consolidation with another Person;

                  viii) sell all or substantially all of the assets of the

                  ix) change the status of the Company from one in which
management is vested in the Manager to one in which management is vested in the
Members or in any other manager, other than as may be delegated to the Board and
the officers hereunder;

                  x) possess any Company property or assign the rights of the
Company in specific Company property for other than a Company purpose;

                  xi) operate the Company in such a manner that the Company
becomes an "investment company" for purposes of the Investment Company Act of

                  xii) except as otherwise provided or contemplated herein,
enter into any agreement to acquire property or services from any Person who is
a director or officer;

                  xiii) settle any litigation or arbitration with any third
party, any Member, or any Affiliate of any Member, except for any litigation or
arbitration brought or defended in the ordinary course of business where the
present value of the total settlement amount or damages will exceed $5,000,000;

                  xiv) materially change any of the tax reporting positions or
elections of the Company;

                  xv) make or commit to any expenditures which, individually or
in the aggregate, exceed or are reasonably expected to exceed the Company's
total budget (as approved by the Manager) by the greater of 5% of such budget or
Five Million Dollars ($5,000,000); or