Common use of Independent Manager Clause in Contracts

Independent Manager. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Member. The initial Independent Manager appointed by the Member is Xxxxxxxx Xxxxxx. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Action. Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to the fullest extent permitted by law, no resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Manager 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 third sentence of this Section 10, in exercising its rights and performing its duties under this Agreement, the Independent Manager 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. The Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Manager. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at a least one (1) Independent Manager who will be appointed by the Member. The initial All right, power and authority of the Independent Manager appointed by shall be limited to the Member is Xxxxxxxx Xxxxxxextent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Action. Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, matters referred to the fullest extent permitted by law, no resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by in Section 5(c9(b). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Manager 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 third sentence of this Section 10preceding sentence, in exercising its rights and performing its duties under this Agreement, the Independent Manager 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. The No Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company. No resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have accepted his or her appointment by a written instrument, which may be a counterpart signature page to this Agreement. In the event of death, incapacity or other termination of the Independent Manager, the Company shall appoint a successor Independent Manager within ten (10) days. At such time as all Obligations of the Company have been paid in full, any provision of Section 9(b) or otherwise herein requiring the consent of the Independent Manager shall no longer be effective.

Independent Manager. As long as any Obligation is outstandingDuring the Covered Period: (i) the Board of Managers shall include one Independent Manager; (ii) the Independent Manager may not be removed other than by the unanimous vote of the Executive Committee for cause; and (iii) if the Independent Manager should resign, die, become incapacitated or be removed, the Member Executive Committee shall cause appoint another Person as Independent Manager as promptly as possible; provided that, during any interim period when the Company at all times does not have (but is required under this Section 13(c) to have at least one have) an Independent Manager, the Company shall not take any action expressly requiring the vote or consent of the Independent Manager who will under this Agreement. An Independent Manager shall not voluntarily resign or be appointed removed, and any such resignation or removal shall not be effective, until such time as a replacement has been selected and assumed the position of Independent Manager (and been admitted to the Company as a successor Independent Member as provided in this Agreement) by signing a counterpart signature page of this Agreement or a separate instrument in which he or she agrees to be bound by the Memberterms of this Agreement. The initial In connection with any vote or other act or omission to vote or other act by an Independent Manager appointed by the Member is Xxxxxxxx Xxxxxx. To under this Agreement or otherwise, to the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider owe no fiduciary duty to the Members and shall only owe a fiduciary duty to the interests of the CompanyCompany as a whole, including its respective creditors, in acting or otherwise voting on any Material Action. Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to the fullest extent permitted by law, no resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Manager shall be but not limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except as provided in the third sentence of this Section 10, in exercising its rights and performing its duties under this Agreement, the Independent Manager 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. The Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate creditors of the Company.

Independent Manager. As long as any Obligation is outstandingUntil Preferred Member has received payment in full of the Redemption Amount, the Member shall cause the Company at all times to shall have at least one Independent Manager who will be appointed by Common Member with the Approval of Preferred Member. The initial Independent Manager appointed by the Member is Xxxxxxxx Xxxxxx. To the fullest extent permitted by law, including Section 18-1101(c) of the LLC Act, and notwithstanding any other duty existing at law or in equity, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Actionthe matters referred to in Section 4.1(a). Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to To the fullest extent permitted by law, no including Section 18-1101(e) of the Act, the Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of the an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed executing a counterpart to this Agreement as required by Section 5(c)Agreement. In the event of a vacancy in the position of Independent Manager, the Common Member shall, as soon as practicable, shall appoint a successor Independent ManagerManager with the Approval of Preferred Member. All rightrights, power powers and authority of the an Independent Manager 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 third sentence of this Section 10, in exercising its rights and performing its duties under this Agreement, the No Independent Manager 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. The Independent Manager shall not at any time serve as trustee in a bankruptcy for any Affiliate of the Company. Each Independent Manager is hereby designated as a “manager” within the meaning of Section 18-101(12) of the Act.

Independent Manager. As So long as any Obligation Rated Security is outstanding, the Member shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Member. The initial Independent Manager appointed by the Member is Xxxxxxxx Xxxxxx. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Actionthe matters referred to in Section 4.1(b). Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to the fullest extent permitted by law, no No resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such the successor (i) Independent Manager shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management AgreementAgreement attached hereto as Schedule B; provided that, and (ii) shall during any interim period when the Company does not have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of one Independent Manager, the Member shall, Company shall not take any action expressly requiring the approval or consent of the Independent Manager under this Agreement. An Independent Manager shall not voluntarily resign until such time as soon as practicable, appoint a successor Independent Managerhis or her replacement has been selected and taken office. All right, power and authority of the an Independent Manager 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 third second sentence of this Section 104.3, in exercising its his or her rights and performing its his or her duties under this Agreement, the an Independent Manager 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. The Independent Manager shall not at any time serve as trustee in bankruptcy receive reasonable compensation for any Affiliate of the Companyits services under this Agreement.

Independent Manager. As long as any Obligation is outstanding, the Member shall cause the Company at At all times to have at least one member of the Board of Managers shall be an Independent Manager who will be appointed by the Member. The initial All right, power and authority of the Independent Manager appointed by shall be limited to the Member is Xxxxxxxx Xxxxxxextent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Action. Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, matters referred to the fullest extent permitted by law, no resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by in Section 5(c9(b). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Manager 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 third sentence of this Section 10preceding sentence, in exercising its rights and performing its duties under this Agreement, the Independent Manager 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. The No Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company.. No resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have accepted his or her appointment by a written instrument, which may be a counterpart signature page to this Agreement. In the event of death, incapacity or other termination of the Independent Manager, the Company shall appoint a successor Independent Manager within ten (10) days. At such time as all Obligations of the Company have been paid in full, any provision of Section 9(b) or otherwise herein requiring the consent of the Independent Manager shall no longer be effective. The Independent Manager is hereby designated as a “manager” within the meaning of the Act. The Independent Manager shall take into account the reduction or withdrawal of the rating of any outstanding securities issued as contemplated by any of Basic Documents in the course of making any determination pursuant to this Agreement. The Independent Manager hereby consents to the filing of the Certificate of Formation substantially in the form annexed hereto as Exhibit A.

Independent Manager. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Member. The initial Independent Manager appointed by the Member is Xxxxxxxx Xxxxxx. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, and the Member in acting or otherwise voting on any Material Actionthe matters referred to in Section 9(j)(iii). Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to the fullest extent permitted by law, no No resignation or removal of the an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Sections 5(c), 9(d), 9(i)(ii), 9(j)(iii), 10 and 29 of this Agreement. Except as provided in the third second sentence of this Section 10, in exercising its his or her rights and performing its his or her duties under this Agreement, the any Independent Manager 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. The No Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Manager. As long as any Obligation or Security is outstanding, the Member Manager shall cause the Company at all times to have at least one (1) Independent Manager who will be appointed by the Member. The initial Independent Manager appointed by the Member is Xxxxxxxx XxxxxxManager. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Actionthe matters referred to in Section 9(e). Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to the fullest extent permitted by law, no No resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such the successor (i) Independent Manager shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in death, incapacity or other termination of the position of Independent Manager, the Member shall, as soon as practicable, Company shall appoint a successor Independent ManagerManager within ten (10) days. All right, power and authority of the Independent Manager 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 third second sentence of this Section 10, in exercising its rights and performing its duties under this Agreement, the any Independent Manager 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. The No Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company. At such time as all Obligations of the Company have been paid and performed in full and all Securities are no longer outstanding, any provision of Section 9(e) or otherwise herein requiring the consent of the Independent Manager shall no longer be effective.

Independent Manager. As long as any Secured Obligation is outstanding, the Member shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Member. The initial Independent Manager appointed by the Member is Xxxxxxxx Xxxxxx. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including Company and its respective creditors, creditors in acting or otherwise voting on any Material Action. Unless otherwise restricted by law, matters subject to the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action vote of the MemberBoard of Managers, including those matters referred to in Sections 10(j)(iii) and (iv). Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at As long as any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to the fullest extent permitted by lawSecured Obligation is outstanding, no resignation or removal of the an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such the successor (i) Independent Manager shall have accepted his or her its appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Manager 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 third second sentence of this Section 1011, in exercising its his or her rights and performing its his or her duties under this Agreement, the Independent Manager shall have a fiduciary duty of loyalty and care to the Company and its creditors similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. The Except as provided in this Agreement, an Independent Manager shall not at bind the Company. The Member shall provide not less than ten (10) days’ prior written notice to the Company of the replacement or appointment of any time Manager that is to serve as trustee an Independent Manager for purposes of this Agreement. As a condition to the effectiveness of any such replacement or appointment, the Member shall certify to the Company that the designated Person satisfied the criteria set forth in bankruptcy for any Affiliate the definition of “Independent Manager” and the CompanyBoard shall acknowledge in writing, that in the Board’s reasonable judgment, the designated Person satisfies the criteria set forth in the definition of “Independent Manager.”

Independent Manager. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Member. The initial Independent Manager appointed by the Member is Xxxxxxxx X. Xxxxxx. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Action. Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to the fullest extent permitted by law, no resignation or removal of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c5(d). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Manager 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 third sentence of this Section 10, in exercising its rights and performing its duties under this Agreement, the Independent Manager 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. The Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Manager. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least one Independent Manager who will be appointed by the Member. The initial Independent Manager appointed by the Member is Xxxxxxxx Xxxxxx. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Actionthe matters referred to in Section 9(d)(iii). Unless otherwise restricted by law, the Independent Manager may resign, with or without cause, at any time, and any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, the Independent Manager may be removed, with or without cause, at any time by the Member, and any vacancy caused by any such removal may be filled by action of the Member. Notwithstanding the foregoing, to the fullest extent permitted by law, no No resignation or removal of the an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. Except for duties to the Company as set forth in the second sentence of this Section, the Independent Manager shall not have any fiduciary duties to the Member, 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, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this AgreementAgreement and the Independent Manger shall otherwise have no authority to bind the Company. Except as provided in the third sentence of this Section 10, in exercising its rights and performing its duties under this Agreement, the No Independent Manager 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. The Independent Manager shall not at any time serve as trustee in bankruptcy for any Affiliate of the Company. The Independent Manager is hereby designated as a “manager” of the Company within the meaning of Section 18-101(1) of the Act.