Special Members. Upon the occurrence of any event that causes the Sole Member to cease to be a member of the Company (other than (i) upon an assignment by the Sole Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 8.01 and 8.02, or (ii) the resignation of the Sole Member and the admission of an additional member of the Company), each person acting as an Independent Director shall, without any action of any Person and simultaneously with the Sole Member ceasing to be a member of the Company, automatically be admitted to the Company as a member (the "SPECIAL MEMBER") and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Director pursuant to this Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Sole Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each person acting as an Independent Director shall agree in writing to be bound by the provisions of this Section 6.07. Prior to its admission to the Company as Special Member, each person acting as an Independent Director shall not be a member of the Company.
Special Members. Xxxx X. Xxxxx is hereby admitted as a Special Member of the Company and, in such capacity, agrees to the terms of the LLC Agreement as amended hereby. IN WITNESS WHEREOF, the Member has caused this Amendment to be executed by its officer thereunto duly authorized, as of the date first above written. SANTANDER CONSUMER USA INC., as Member By: /s/ Xxxx XxXxxxxxxx Name: Xxxx XxXxxxxxxx Title: Vice President Acknowledged and Agreed: By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, Director By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx, Director By: /s/ Xxxxxx Xxxx Xxxxxx Xxxx, Director By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx, Independent Director By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Independent Director Acknowledged and Agreed: By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx, Special Member
Special Members. Upon the occurrence of any event that causes there to be no members of the Company, each person acting as an Independent Director shall, without any action of any Person and simultaneously with the last Member ceasing to be a member of the Company, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as an Independent Director: provided , however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of the Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitations, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each Independent Member shall cause each person acting as an Independent Director to execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each person acting as an Independent Director shall not be a member of the Company.
Special Members s/ DOUX XXXXXXX --------------------------------- Name: Doux Xxxxxxx /s/ EVEXXX XXXXXXXXXX --------------------------------- Name: Evexxx Xxxxxxxxxx SCHEDULE A Definitions
Special Members. 12 Article 7 DISSOLUTION, LIQUIDATION AND WINDING-UP...........................13 TABLE OF CONTENTS (CONT.) PAGE
Special Members. Except as required by law or as otherwise set forth in this Agreement, the Special Members, in their capacity as such, shall not (i) have any voting rights or powers; (ii) be entitled to notice of any meeting of Members of the Company or to take action by written consent in lieu of a meeting; (iii) have any right to receive distributions of any kind; (iv) be entitled to receive or to be paid any assets of the Company upon liquidation, dissolution or winding up of the Company; or (v) be entitled to or have any other rights, preferences or powers. The Special Members shall have no preferences or powers and the only right of the Special Members shall be the voting right set forth in Section 11(b), except as otherwise required by law.
Special Members. Upon the occurrence of any event that causes the Member to cease to be a member of the Company other than by a transfer by the Member of its limited liability company interest in the Company pursuant to Section 6.01 and the admission of a substitute Member pursuant to Section 6.01, each person acting as an Independent Manager pursuant to Section 3.04 shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be admitted to the Company as a special member (a “Special Member”) and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as a Special
Special Members. Except as expressly provided in this Agreement, a Special Member’s Terms Letter or any other agreement with the Company regarding the termination of such Special Member’s employment or consultancy, Special Members shall have no rights as Members under this Agreement or the Act. Without limitation of the foregoing, except as expressly provided in this Agreement, a Special Member’s Terms Letter or any other agreement with the Company regarding the termination of such Special Member’s employment or consultancy, Special Members shall have no right to receive any distributions from the Company and shall have no right to approve any actions by the Company, including without limitation under Sections 18-209, 18-213, 18-216, 18-305, 18-503, 18-504, 18-604, 18-606, 18-702, 18-704, 18-801, 18-803 and 18-1001 of the Act. Each of the Members hereby acknowledges these provisions and agrees to be bound hereby at and following such time, if any, that such Member becomes a Special Member.
Special Members. The Manager shall admit Xxxxxxxxx Xxxxx, Xxxxxx Xxxxxx, a to be determined Investment Committee Member and the Entrepreneurs’ Foundation of Colorado (EFCO) to benefit Social Venture Partners of Boulder County to the Company as the “Special Members” for purposes of allocating the Carried Interest to such Special Members pursuant to Section 5.2(b)(ii). Any allocations to the Special Members shall be distributed to the Special Members as of the date of the allocation. The Special Members shall execute a counterpart of this Agreement (as modified or amended) and such other instruments as the Manager may reasonably deem necessary or appropriate. The Manager shall have the right to amend this Agreement without Member approval in order to carry out the intent of this Section 3.7.
Special Members s/ Kim Lutthans -------------------------------------- Name: Kim Lutthans /s/ Kathxxxxx Xxxxxxwski -------------------------------------- Name: Katherine Garniewski EXHIBIT A NAME OF MEMBER Agreed Value of Name Mailing Address Capital Contribution Membership Interest ---- --------------- -------------------- ------------------- The Bear Stearns 383 Madison Avenue $1,000 000% Coxxxxxxxx Xxx. Xew York, New York 10179 EXHIBIT B MANAGEMENT AGREEMENT As of April 21, 2004 Bear Stearns Asset Backed Securities I LLC 383 Madison Avenue New York, Xxx Xxrk 10179 Re: Bear Stearnx Xxxxx Xxxxxx Xxxxxxxxxx X XXX Xxxx Xxxxxs and Gentleman: Xor good and valuable consideration, each of the undersigned (each, a "Person"), who have been designated as Directors of Bear Stearns Asset Backed Securities I LLC, a Delaware limited liabilitx xxxxxny (the "Company"), in accordance with the Amended and Restated Limited Liability Company Agreement of the Company, dated as of April ___, 2004 (as it may be amended or restated from time to time, the "LLC Agreement"), hereby agree as follows:
