Common use of Independent Manager Clause in Contracts

Independent Manager. Without limiting anything in the Borrower LLC Agreement, the Borrower shall at all times maintain at least one independent manager who (A) for the five year period prior to his or her appointment as independent manager has not been, and during the continuation of his or her service as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family of a Person described in clause (i), (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. Each of the Collateral Manager and the Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten (10) days prior to the proposed effective date of such appointment and shall certify that the designated Person satisfies the Independent Manager Criteria. If the Administrative Agent shall object within ten (10) days of receipt of notice of such proposed new independent manager, the Borrower shall not appoint such new manager as the independent manager until the Administrative Agent and the Borrower shall have reasonably agreed that such proposed new independent manager or another proposed new independent manager satisfies the Independent Manager Criteria. In no event shall any Independent Manager be removed or expelled except for Cause.

Independent Manager. Without limiting anything in the Borrower LLC Agreement, the Borrower shall at all times maintain at least one independent manager who (A) for the five year period prior to his or her appointment as independent manager has not been, and during the continuation of his or her service as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family of a Person described in clause (i), (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. Each of the Collateral Manager and the Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten (10) days prior to the proposed effective date of such appointment and shall certify that the designated Person satisfies the Independent Manager Criteria. If the Administrative Agent shall object within ten (10) days of receipt of notice of such proposed new independent manager, the The Borrower shall not appoint such a new manager as the independent manager until the Administrative Agent and the Borrower shall have reasonably agreed without first confirming that such proposed new independent manager or another proposed new independent manager satisfies is acceptable to the Independent Manager CriteriaAdministrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager be removed or expelled except for Cause.

Independent Manager. Without limiting anything in the Borrower LLC Agreement, the The Borrower shall at all times (other than in connection with the resignation, death, incapacity or disability of a current independent manager) maintain at least one independent manager who (A) for the five year period prior to his or her appointment as independent manager has not been, and during the continuation of his or her service as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its AffiliatesAffiliates that are structured to be “bankruptcy remote”), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family of a Person described in clause clauses (i), (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above in this Section 5.02(u5.01(s) are referred to herein as the “Independent Manager Criteria”. Each of the Collateral Manager and the The Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten (10) days prior to the proposed effective date of such appointment (unless such appointment is due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which case the Borrower shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person satisfies the Independent Manager Criteria. If Except for the Administrative Agent shall object within ten appointment of a successor independent manager employed by any of AMACAR Group LLC, Global Securitization Services, LLC, Lord Securities Corporation, Cogency Global Inc., Xxxxxx Fiduciary Services (10Delaware) days Inc., Intertrust Corporate Services Delaware Ltd., Citadel SPV LLC, Xxxxxxx & Associates or CT Corporation following the death, disability or incapacity of receipt of notice of such proposed new the previous independent manager, the Borrower shall not appoint such a new manager as the independent manager until the Administrative Agent and the Borrower shall have reasonably agreed without first confirming that such proposed new independent manager or another proposed new independent manager satisfies is acceptable to the Independent Manager CriteriaAdministrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager independent manager be removed or expelled except for Causeas permitted under the Borrower’s Constituent Documents.

Independent Manager. Without limiting anything in the Borrower LLC Agreement, the The Borrower shall at all times (other than in connection with the resignation, death, incapacity or disability of a current independent manager) maintain at least one independent manager who (A) for the five year period prior to his or her appointment as independent manager has not been, and during the continuation of his or her service as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its AffiliatesAffiliates that are structured to be “bankruptcy remote”), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family of a Person described in clause clauses (i), (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. Each of the Collateral Manager and the The Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten (10) days prior to the proposed effective date of such appointment (unless such appointment is due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which case the Borrower shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person satisfies the Independent Manager Criteria. If Except for the Administrative Agent shall object within ten (10) days appointment of receipt a successor independent manager employed by any of notice AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord Securities Corporation, Pxxxxxx & Associates or CT Corporation following the death, disability or incapacity of such proposed new the previous independent manager, the Borrower shall not appoint such a new manager as the independent manager until the Administrative Agent and the Borrower shall have reasonably agreed without first confirming that such proposed new independent manager or another proposed new independent manager satisfies is acceptable to the Independent Manager CriteriaAdministrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager be removed or expelled except for Causeas permitted under the Borrower’s Constituent Documents.

Independent Manager. Without limiting anything in the Borrower LLC Agreement, the Borrower shall at all times maintain at least one independent manager who (A) for the five year period prior to his or her appointment as independent manager has not been, and during the continuation of his or her service as independent manager, is not: is (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family of a Person described in clause (i), (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. Each of the Collateral Manager and the Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten (10) days prior to the proposed effective date of such appointment and shall certify that the designated Person satisfies the Independent Manager Criteria. If the Administrative Agent shall object within ten (10) days of receipt of notice of such proposed new independent manager, the Borrower shall not appoint such new manager as the independent manager until the Administrative Agent and the Borrower shall have reasonably agreed that such proposed new independent manager or another proposed new independent manager satisfies the Independent Manager Criteria. In no event shall any Independent Manager be removed or expelled except for Cause.

Independent Manager. Without limiting anything in the Borrower LLC AgreementAs long as, and only for so long as, the Borrower DOE Loan remains outstanding, the Members shall cause the Company at all times maintain to have one Independent Manager who shall be appointed by unanimous written consent of the Members (expressly excluding any Unadmitted Assignees). The Independent Manager so appointed shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation, or removal as provided in this Agreement. The Independent Manager may be removed from the Company only upon the written request of the Members entitled to appoint such Independent Manager and under no other circumstances. The Independent Manager may resign at least one independent manager who (A) for any time by giving written notice to the five year period prior President or the Secretary and to the Darling Member and the Valero Member. No such removal or resignation of the Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have accepted his or her appointment as independent manager has not beenthe Independent Manager by a written instrument. In the event of a vacancy in the position of Independent Manager, and during the continuation of Members shall, as soon as practicable, appoint a successor Independent Manager. The Independent Manager may receive a stated salary from the Company for his or her service services as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family of a Person described in clause (i), (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established determined from time to time by Affiliates the Board of Managers. The Independent Manager shall be reimbursed for any expenses related to attendance at each regular or special meeting of the Borrower Members or the Board of Managers. All right, power and (B) is a Professional authority of the Independent Manager. The criteria Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth above in this Agreement. To the fullest extent permitted by Applicable Law, including Section 5.02(u18-1101(c) are referred to herein as of the “Delaware Act, the Independent Manager Criteria”. Each shall consider only the interests of the Collateral Manager Company, including its respective creditors, in acting or otherwise voting on a Material Action. Except as provided in the foregoing sentence, in exercising his or her rights and the Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of performing his or her duties under this Agreement, such notice shall be delivered not less than ten (10) days prior to the proposed effective date of such appointment and shall certify that the designated Person satisfies the Independent Manager Criteria. If the Administrative Agent shall object within ten (10) days of receipt of notice of such proposed new independent manager, the Borrower shall not appoint such new manager as the independent manager until the Administrative Agent and the Borrower shall have reasonably agreed a fiduciary duty of loyalty and care similar to that such proposed new independent manager or another proposed new independent manager satisfies of a director of a business corporation organized under the Delaware General Corporation Law. No Independent Manager Criteria. In no event shall at any Independent Manager be removed or expelled except time serve as trustee in bankruptcy for Causeany Affiliate of the Company.

Independent Manager. Without limiting anything in the Borrower LLC Agreement, the The Borrower shall at all times (other than in connection with the resignation, death, incapacity or disability of a current independent manager) maintain at least one independent manager who (A) for the five year period prior to his or her appointment as independent manager has not been, and during the continuation of his or her service as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its AffiliatesAffiliates that are structured to be “bankruptcy remote”), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family of a Person described in clause clauses (i), (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above in this Section 5.02(u5.02(o) are referred to herein as the “Independent Manager Criteria”. Each of the Collateral Manager and the The Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten (10) days prior to the proposed effective date of such appointment (unless such appointment is due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which case the Borrower shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person satisfies the Independent Manager Criteria. If Except for the Administrative Agent shall object within ten appointment of a successor independent manager employed by any of AMACAR Group LLC, Global Securitization Services, LLC, Lord Securities Corporation, Cogency Global Inc., Mxxxxx Fiduciary Services (10Delaware) days Inc., Intertrust Corporate Services Delaware Ltd., Citadel SPV LLC, Pxxxxxx & Associates or CT Corporation following the death, disability or incapacity of receipt of notice of such proposed new the previous independent manager, the Borrower shall not appoint such a new manager as the independent manager until the Administrative Agent and the Borrower shall have reasonably agreed without first confirming that such proposed new independent manager or another proposed new independent manager satisfies is acceptable to the Independent Manager CriteriaAdministrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager independent manager be removed or expelled except for Causeas permitted under the Borrower’s Constituent Documents.

Independent Manager. Without limiting anything Section 13.1 Until all amounts due Lender under the Loan Documents been paid or otherwise satisfied in full and no amounts are owed by the Company to the Lender under any Loan Document, and for a period of 91 days thereafter, except in the Borrower LLC Agreementcase of a temporary vacancy, which shall promptly be filled, the Borrower Members and Managers of the Company shall cause the Company at all times maintain at least one to have an Independent Manager. Section 13.2 Except as provided in Section 13.6, the Independent Manager shall not be deemed to be a member of the Company, shall have no interest in the profits, losses and capital of the Company and shall have no right to receive any distributions of Company's assets. The Independent Manager shall not be required to make any capital contributions to the Company and, except as provided in Section 13.6 hereof, shall not receive a limited liability company interest in the Company. The Independent Manager, in its capacity as an independent manager who manager, may not bind the Company. Except as set forth in Section 14.1(c), the Independent Manager, in its capacity as independent manager, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company. The rights and obligations of the Independent Manager under the Agreement shall belong solely to and be exercised solely by the Independent Manager. Section 13.3 The initial Independent Manager shall execute a counterpart of this Agreement. Notwithstanding anything to the contrary provided herein, no Independent Manager may resign, be removed as the Independent Manager or transfer or delegate its rights or obligations as an Independent Manager with respect to the Company unless, and no appointment of a successor Independent Manager shall be effective until, (Ai) for a successor Independent Manager has been appointed by the five year period prior to Members, and (ii) such successor has accepted his or her appointment as independent manager has not beenthe Independent Manager by executing a counterpart of this Agreement. Notwithstanding anything to the contrary herein, and during if the continuation of his Independent Manager resigns, ceases to be qualified as an Independent Manager, or her service as independent managersuch position is otherwise vacant, is not: (i) an employee, manager, member, stockholder, partner or officer no action requiring the affirmative vote of the Borrower or Independent Manager shall be taken until a successor Independent Manager is duly appointed as provided in this Section 13.3. Section 13.4 The Independent Manager shall not at any of its Affiliates (other than his or her service time serve as an independent manager of the Borrower or any of its Affiliates), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or trustee in bankruptcy for any Affiliate of the BorrowerCompany. Section 13.5 Except as otherwise expressly provided by the Delaware Act, or (iv) any member the debts, obligations and liabilities of the immediate family Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and the Independent Manager shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being an Independent Manager of the Company. The Independent Manager shall not be liable, responsible or accountable in damages or otherwise to the Company or any Member of the Company for any act or omission performed or omitted by such Independent Manager in good faith on behalf of the Company and in a manner reasonably believed by such Independent Manager to be within the scope of the authority granted to such Independent Manager by this Agreement and in the best interests of the Company, except for acts or omissions amounting to fraud, willful misconduct or gross negligence. For purposes of this section, any action or omission taken on advice of qualified legal counsel for the Company or Independent Manager shall be deemed to have been taken in good faith. Except as may be otherwise provided by the Delaware Act, no suit or other action brought by any Member of the Company against the Independent Manager shall cause the termination or dissolution of the Company. Section 13.6 Upon the occurrence of any event that causes any Member of the Company to cease to be a Member of the Company, unless there is at least one other Member of the Company at that time, the Independent Manager shall, without any action of any Person described in clause and simultaneously with the last remaining Member of the Company ceasing to be a Member of the Company, automatically be admitted to the Company as a special member (the "Special Member") and shall continue the Company without dissolution. The Special Member may not resign as a Member of the Company or transfer his or her rights as Special Member unless a successor Special Member (i), ) has been admitted to the Company as Special Member by executing a counterpart to this Agreement and (ii) has accepted his or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above in this Section 5.02(u) are referred to herein her appointment as the “Independent Manager Criteria”. Each of the Collateral Manager and the Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten (10) days prior to the proposed effective date of such appointment and shall certify that the designated Person satisfies the Independent Manager Criteriapursuant to the terms hereof. If The Special Member shall automatically cease to be a Member of the Administrative Agent shall object within ten Company (10) days of receipt of notice of such proposed new independent manager, the Borrower shall but not appoint such new manager as the independent manager until the Administrative Agent and the Borrower shall have reasonably agreed that such proposed new independent manager or another proposed new independent manager satisfies the Independent Manager Criteria. In no event shall any of the Company) upon the admission to the Company of a substitute Member, appointed by the Independent Manager or its agent. The Special Member shall have no interest in the profits, losses and capital of the Company and no right to receive any distributions of Company assets, provided that, if the Special Member is the sole Member of the Company, the Special Member in its capacity as the sole Member of the Company shall hold all of the limited liability interests in the Company, including, without limitation, the interests in the profits and losses of the Company, and shall be removed or expelled except for Causeentitled to exercise all of the rights and shall have all of the obligations of a Member hereunder.

Independent Manager. Without limiting anything in The Managing Member shall cause the Borrower LLC Agreement, the Borrower shall Company at all times maintain to have at least one independent manager Independent Manager who (Awill be appointed by the Managing Member. To the fullest extent permitted by law, including Section 18-1101(c) for of the five year period prior to his Act, all Independent Managers shall consider only the interests of the Company, including the respective creditors of the Company, in acting or her appointment as independent manager has not beenotherwise voting on any Material Action. No resignation or removal of an Independent Manager, and during no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the continuation event of his a vacancy in the position of an Independent Manager, the Managing Member shall, as soon as practicable, appoint or her service engage a successor Independent Manager. No Independent Manager may be removed or replaced without Cause and unless Managing Member provides Preferred Member with not less than three (3) Business Days’ prior written notice of (a) any proposed removal of an Independent Manager, together with a statement as independent managerto the reasons for such removal and (b) the identity of the proposed replacement Independent Manager, is not: together with a certification that such replacement satisfies the requirements set forth in the this Agreement. 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 and no Independent Manager shall have the authority to bind the Company or the Managing Member, as applicable. Except as provided in the second sentence of this Section 4.10, in exercising their rights and performing their duties under this Agreement, 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. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company or the Managing Member. In order to implement the appointment of each Independent Manager, each person appointed as an Independent Manager of the Company and of the Managing Member (as the case may be) shall execute a counterpart to this Agreement. As used in this Section 4.10, “Cause” means (i) an employeeacts or omissions by such Independent Manager that constitute willful disregard of, manageror gross negligence with respect to, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates)such Independent Manager’s duties, (ii) such Independent Manager has engaged in or has been charged with or has been indicted or convicted for any crime or crimes of fraud or other acts constituting a significant customer or supplier of the Borrower or crime under any of its Affiliates, law applicable to such Independent Manager (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family of a Person described in clause (i), (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above in this Section 5.02(u) are referred to herein as the “such Independent Manager Criteria”. Each has breached its fiduciary duties of loyalty and care as and to the Collateral Manager and extent of such duties in accordance with the Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes terms of this Agreement, (iv) such notice shall be delivered not less than ten (10) days prior to the proposed effective date of such appointment and shall certify that the designated Person satisfies the Independent Manager Criteria. If the Administrative Agent shall object within ten (10) days of receipt of notice of such proposed new independent manager, the Borrower shall not appoint such new manager is unable to perform his or her duties as the independent manager until the Administrative Agent and the Borrower shall have reasonably agreed that such proposed new independent manager or another proposed new independent manager satisfies the Independent Manager Criteria. In no event shall any due to death, disability or incapacity or (v) such Independent Manager be removed or expelled except for Causeno longer meets the definition of Independent Manager.

Independent Manager. Without limiting anything in (a) Prior to the Borrower LLC AgreementSatisfaction Date, the Borrower Members shall cause the Company at all times maintain to have at least one independent manager Independent Manager who (Awill be appointed by the Members holding the Required Interest. To the fullest extent permitted by Section 18-1101(c) for of the five year period prior Act, the Independent Manager shall consider the interests of the holders of rated debt of the Company and the Members, in acting or otherwise voting on the matters referred to in Section 5.1(f). No resignation, retirement or removal of an 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 as independent manager has not been, and during the continuation of his or her service as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family by execution of a Person described in clause (i), (ii) or (iii)counterpart signature page to this Agreement; provided that the resignation or retirement of an independent manager may serve in similar capacities for other special purpose entities established from time Independent Manager shall become effective no earlier than 30 days after written notice of such resignation or retirement has been delivered to time by Affiliates each of the Borrower Company, the Members and (B) is each other Manager whether or not such successor has been appointed; provided, further, that such written notice of such resignation or retirement shall state the date on which such Independent Manager’s resignation or retirement shall become effective. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties of the Independent Manager specifically set forth in this Agreement. In the event of the death of an Independent Manager, the Members holding the Required Interest shall promptly appoint a Professional successor Independent Manager, which appointment shall occur and be effective not more than 30 days following the death of such Independent Manager. The criteria set forth above in this Section 5.02(u) are referred Subject to herein as the “Independent Manager Criteria”. Each each of the Collateral Manager and the Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes other provisions of this Agreement, such notice shall be delivered not less than ten (10) days prior to including, without limitation, the proposed effective date second sentence of such appointment this Section 5.4(a), in exercising his or her rights and shall certify that the designated Person satisfies performing his or her duties under this Agreement, the Independent Manager Criteria. If the Administrative Agent shall object within ten (10) days of receipt of notice of such proposed new independent manager, the Borrower shall not appoint such new manager as the independent manager until the Administrative Agent and the Borrower shall have reasonably agreed a fiduciary duty of loyalty and care to the Company similar to (but not greater than) that owed to a corporation and its stockholders by a director of a business corporation organized under the General Corporation Law of Delaware. (b) The Independent Manager accepts his or her rights and authority as an Independent Manager under this Agreement and agrees to perform and discharge his or her duties and obligations as an Independent Manager under this Agreement, and further agrees that such proposed new independent manager rights, authorities, duties and obligations under this Agreement shall continue until his or another proposed new independent manager satisfies her successor as an Independent Manager is designated or until his or her death, resignation or removal as an Independent Manager in accordance with this Agreement. (c) Compensation for the services of the Independent Manager Criteria. In no event shall any be paid pursuant to the Independent Manager be removed or expelled except for CauseServices Agreement. The Regular Managers shall serve without compensation.