Direct Compensation Payments and Other Payments Under Board Member Contracts. Upon confirmation by the Director of the Oversight Board that a Board Member has completed the service required under such Board Member’s respective contract to receive compensation for a particular quarter, the Director of the Oversight Board shall prepare and request the Individual Managers execute a resolution ("Compensation Resolution") from time to time as needed directing the Corporate Manager to pay the relevant Board Members' compensation for that quarter unless the Individual Managers make an affirmative finding of bad faith or abuse by a particular Board Member with respect to his or her service. If the Individual Managers determine, in their sole and absolute discretion, that any other payment or reimbursement is required to be made by the Company to a Board Member under his or her Board Member Contract, the Director of the Oversight Board shall also include a provision in a Compensation Resolution of the Individual Managers directing the Corporate Manager to make said payment or reimbursement and shall request the Individual Managers execute said resolution. The Corporate Manager shall follow such direction and shall proceed with the fulfillment of such Compensation Resolution as directed, and shall not have any discretion to withhold any payment that is so directed, once the Corporate Manager has confirmed that the Company has sufficient funds to satisfy said obligations and once it is satisfied that the direction is in compliance with the provisions of this Section 5.3(a)(v) and Sanctions Regime, AML Laws, and Anti-Bribery Laws. In order to do so, the Corporate Manager may require the Individual Managers to make certain representations regarding the direction, including but not limited to a representation that the direction will not knowingly cause the Corporate Manager to violate Sanctions Regime, AML Laws or Anti-Bribery Laws. Notwithstanding the foregoing or anything to the contrary herein, the Individual Managers acknowledge that as a matter of law they and the Director of the Oversight Board are severally responsible for their own compliance with applicable Sanctions Regime, AML Laws, and Anti-Bribery Laws. The Individual Managers in said Compensation Resolution or in an amended Compensation Resolution may also direct the Corporate Trustee to contribute sufficient funds from the Oversight Board Trust to the Company for such purpose.
