Common use of Independent Directors Clause in Contracts

Independent Directors. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement or other document pursuant to which such Person agrees to be bound by the terms and provisions of this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Directors. As long The Initial Member, at the direction, in writing, of the nominating committee of the Initial Member’s board of directors, shall designate Independent Directors as any Obligation is outstandingnecessary to cause, the Member shall cause the Company at all times times, (i) at least six (6) (or such greater number as shall constitute a majority of the Directors if the number of Directors is ever increased by amendment to have this Agreement) members of the Board to be Independent Directors, at least two (2) of which Independent Directors who will shall be appointed by the MemberSpecial Independent Directors. To the fullest extent permitted by lawapplicable Law, including Section 18-18 1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii)any Material Action. No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrumentinstrument reasonably acceptable to the Company, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement or other document pursuant to which such Person agrees to be bound by the terms and provisions of this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Initial Member shall, as soon as practicablepracticable at the direction, appoint in writing, of the nominating committee of the Initial Member’s board of directors, designate a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 1011, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty duties of loyalty and care similar identical to that those of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Directors. As long as any Obligation is outstanding, the Member The Members shall cause the Company at all times to have at least two Independent Directors who will be appointed by the Class A Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, Company including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii9(d)(ii) and 9(d)(iii). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor shall have (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, Agreement and (ii) shall have executed a counterpart to this Agreement or other document pursuant to which such Person agrees to be bound by the terms and provisions of this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All Each Independent Director is a “manager” of the Company within the meaning of the Act; however, all right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this AgreementAgreement and the Independent Directors shall otherwise have no authority to bind the Company. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their the Independent Directors shall not have any fiduciary duties under to the Members or any other Person bound by this Agreement; provided, any however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Director shall have a not be liable to the Company, the Members or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under duties), unless the General Corporation Law of the State of DelawareIndependent Director acted in bad faith or engaged in willful misconduct. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Directors. As long The Nominating Committee shall appoint Directors as any Obligation is outstandingnecessary to cause, the Member shall cause the Company at all times times, (i) at least six (6) (or such greater number as shall constitute a majority of the Directors if the number of Directors is ever increased by amendment to have this Agreement) members of the Board to be Independent Directors, at least two (2) of which Independent Directors who will shall be appointed by the MemberSpecial Independent Directors. To the fullest extent permitted by lawapplicable Law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii)any Material Action. No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrumentinstrument reasonably acceptable to the Company, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement or other document pursuant to which such Person agrees to be bound by the terms and provisions of this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member Nominating Committee shall, as soon as practicable, appoint designate a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 1011, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty duties of loyalty and care similar identical to that those of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Directors. As long as any Obligation is outstanding, the each Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the MemberMajority of the Common Interest Members. Each Independent Director accepts its right and authority as an Independent Director under this Agreement and agrees to perform and discharge its duties and obligations as an Independent Director under this Agreement, and further agrees that such rights, authorities, duties and obligations shall continue until its successor as an Independent Director is appointed in accordance with the provisions of this Section 7.11. The initial Independent Directors of the Company are listed on Schedule B attached hereto. Each initial Independent Director shall indicate acceptance of his appointment by execution of a counterpart of this Agreement. To the fullest extent permitted by law, including Section 18-1101(c1101 (c) of the Delaware Limited Liability Company Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iiiSections 7.10(b) and 7.10(c). No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement or other document pursuant to which such Person agrees to be bound by the terms and provisions of this Agreement as required by Section 5(c)10.1. In the event of a vacancy in the position of Independent Director, the Member Majority of the Common Interest Members shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second fifth sentence of this Section 107.11, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. It is hereby further agreed by all the parties hereto, including the Members, that, to the extent that, at law or at equity, the Independent Directors have duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Members, the Independent Directors’ duties and liabilities at law or at equity have been expressly modified by contract as herein provided. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Directors. As long as any Obligation is outstanding, the each Member shall cause the Company at all times to have at least two Independent Directors who will be appointed by the MemberMajority of the Voting Interest Members. Each Independent Director accepts its right and authority as an Independent Director under this Agreement and agrees to perform and discharge its duties and obligations as an Independent Director under this Agreement, and further agrees that such rights, authorities, duties and obligations shall continue until its successor as an Independent Director is appointed in accordance with the provisions of this Section 7.11. The initial Independent Directors of the Company are listed on Schedule A attached hereto. Each initial Independent Director shall indicate acceptance of his appointment by execution of a counterpart of this Agreement. To the fullest extent permitted by law, including Section 18-1101(c1101 (c) of the Delaware Limited Liability Company Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii)Sections 7.10(b) and 7.10(c) . No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until EXHIBIT 3.3 such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement or other document pursuant to which such Person agrees to be bound by the terms and provisions of this Agreement as required by Section 5(c)10.1. In the event of a vacancy in the position of Independent Director, the Member Majority of the Voting Interest Members shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second fifth sentence of this Section 107.11, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. It is hereby further agreed by all the parties hereto, including the Members, that, to the extent that, at law or at equity, the Independent Directors have duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Members, the Independent Directors’ duties and liabilities at law or at equity have been expressly modified by contract as herein provided. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Directors. As long as any Obligation is outstandingAfter the initial election of the Independent Directors by the Member, the Member Nominating Committee shall cause the Company appoint Directors as necessary to cause, at all times times, (i) at least six (6) (or such greater number as shall constitute a majority of the Directors if the number of Directors is ever increased, by amendment to have this Agreement, to accommodate the admission of an additional Member or Members) members of the Board to be Independent Directors, at least two (2) of which Independent Directors who will shall be appointed by the MemberSpecial Independent Directors. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii)any Material Action. No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement or other document pursuant to which such Person agrees to be bound by the terms and provisions of this Agreement as required by Section 5(c6(c). In the event of a vacancy in the position of Independent Director, the Member Nominating Committee shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 1011, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty duties of loyalty and care similar identical to that those of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Directors. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two one (1) Independent Directors Director who will be appointed by the Member. To the fullest extent permitted by law, including Section 1815-1101(c) 3 of the Act, the Independent Directors Director shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an the Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an the Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement or other document pursuant to which such Person agrees to be bound by the terms and provisions of this Agreement as required by Section 5(c). In the event of a vacancy in the position of the Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. For the avoidance of doubt, so long as the Receivables Purchase Agreement is in effect, no replacement or appointment of a successor Independent Director shall be effective until (i) the Agent (as defined in the Receivables Purchase Agreement) is provided at least ten (10) days’ prior written notice of such replacement or appointment and (ii) the Company certifies to the Agent that the designated Person satisfies the criteria set forth in the definition of “Independent Director”. All right, power and authority of the Independent Directors Director shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any the Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Business Corporation Law Act of the State of DelawareIllinois. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Directors. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two (2) Independent Directors who will be appointed by the Member. Each Independent Director shall be, and is hereby designated as a “manager” within the meaning of Section 18-101(10) of the Act. Notwithstanding any other provision of the Organizational Documents to the contrary, each Independent Director, in its capacity as an Independent Director, may only act, vote or other participate in those matters referred to in Section 9 of this Agreement or as otherwise specifically required by the Organizational Documents, and such Independent Director’s act, vote or other participation shall not be required for the validity of any action taken by the Member unless, pursuant to the provisions of Section 9 of this Agreement, or as otherwise specifically provided in the Organizational Documents, such action would be invalid in the absence of the affirmative vote or consent of such Independent Director. To the fullest extent permitted by law, including Section 18-1101(c) of the ActAct and notwithstanding any duty otherwise existing at law or in equity, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii9(c)(iii). Except for duties to the Company as set forth in the Organizational Documents (including duties to the Company’s creditors and the Member solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Directors shall not have any fiduciary duties to the Member, any Officer or any other Person bound by the Organizational Documents; provided, however, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, no Independent Director shall be liable to the Company, the Member or any other Person bound by the Organizational Documents for breach of contract or breach of duties (including fiduciary duties), unless such Independent Director acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (a) Administrative Agent has been provided with not less than five (5) Business Days prior written notice of (i) shall have accepted his any proposed resignation or her appointment removal and, in the case of a removal, a statement as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, reasons for such removal and (ii) the identity of the proposed replacement Independent Director, together with a certification that such replacement meets the requirements of Independent Director set forth in this Agreement; and (b) such successor Independent Director shall have executed a counterpart to this Agreement or other document pursuant to which such Person agrees to be bound by the terms and provisions of this Agreement as required by Section 5(c). In the event of a vacancy in the position of an Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of DelawareOrganizational Documents. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. Subject to the other provisions of this Section 10, the Independent Directors may be removed by the Member only for Cause.

Independent Directors. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two (2) Independent Directors who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Directors shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). Except for duties to the Company as set forth in the immediately preceding sentence, the Independent Directors shall not have any duties (including fiduciary duties) to the Company, the Member, any partner, shareholders, other equity holder or other party in interest of the Member, any Director, or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, the Independent Directors shall not be liable to the Company, the Member, any partner, shareholders, other equity holder or other party in interest of the Member, any Director, or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Directors’ Agreement, and (ii) shall have executed a counterpart to this Agreement or other document pursuant to which such Person agrees to be bound by the terms and provisions of this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. All Each Independent Director is a “manager” of the Company within the meaning of the Act; however, all right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in Agreement and the second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, any Independent Director Directors shall otherwise have a fiduciary duty of loyalty and care similar no authority to that of a director of a business corporation organized under bind the General Corporation Law of the State of DelawareCompany. No Independent Director shall at any time serve as trustee in bankruptcy for the Company or any Affiliate of the Company. The initial Independent Directors of the Company designated by the Member are Xxxxxxxx X. Xxxxxx and Xxxxxxxx X. Xxxxx.