Confirmation by Parties Directing the Corporate Manager. With respect to the powers set forth in Section 5.3(a)(i), the Individual Managers, or, as applicable, the Settlor, shall confirm that the terms governing Board Member compensation, expenses and other payments shall be commercially reasonable, commensurate with the services provided and consistent among Board Members providing similar services unless reasonably justified to be otherwise. Prior to making any direction to the Corporate Manager to make any payments or reimbursements in accordance with this Article 5, the party directing the Corporate Manager to make such payments or reimbursements shall confirm the amount and timing of such payments or reimbursements and that such payments or reimbursements have been appropriately reviewed to ensure that they are commercially reasonable, commensurate with the services provided, and are paid directly to the appropriate parties who are entitled to such payments or reimbursements, and the Corporate Manager shall have no duty to confirm any of the foregoing. Any direction shall constitute a representation by the party directing the Corporate Manager that the foregoing has been satisfied and, for the avoidance of doubt, during such time as the Corporate Trustee or its Affiliate is serving as the Individual Trustee and the Individual Manager, the Director of the Oversight Board’s request to the Individual Manager to execute any resolution under Section 5.3(a) shall be deemed a direction by the Director of the Oversight Board to the Corporate Manager.
Confirmation by Parties Directing the Corporate Manager. With respect to the powers set forth in Section 5.3(a)(i), the Individual Managers shall confirm that the terms governing Board Member compensation, expenses and other payments shall be commercially reasonable, commensurate with the services provided and consistent among Board Members providing similar services unless reasonably justified to be otherwise. Prior to making any direction to the Corporate Manager to make any payments or reimbursements in accordance with this Article 5, the party directing the Corporate Manager to make such payments or reimbursements shall confirm the amount and timing of such payments or reimbursements and that such payments or reimbursements have been appropriately reviewed to ensure that they are commercially reasonable, commensurate with the services provided, and are paid directly to the appropriate parties who are entitled to such payments or reimbursements, and the Corporate Manager shall have no duty to confirm any of the foregoing. Any direction shall constitute a representation by the party directing the Corporate Manager that the foregoing has been satisfied.
