Common use of Independent Manager Clause in Contracts

Independent Manager. As long as any Trust Securities are outstanding, the Member shall cause the Company at all times to have at least two (2) Independent Managers meeting the qualifications described in the definition of Independent Manager in Section 34, who will be appointed by the Member. To the fullest extent permitted by Section 18-1101(c) of the Act, an Independent Manager shall consider only the interests of the Company, and its creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii). No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have (i) accepted his or her appointment by a written instrument, and (ii) 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 rights, powers 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 second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, the Independent Managers 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 an Affiliate.

Independent Manager. As long as any Trust Securities are Note or Other Obligation is outstanding, the Initial Member shall cause the Company at all times to have at least two (2) Independent Managers meeting the qualifications described in the definition of one Independent Manager in Section 34, who will be appointed by the Initial Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, an it is intended that the Independent Manager Managers shall consider only the interests of the Company, and including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii)8.4. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the such successor Independent Manager shall have (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, and (ii) shall have executed 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 Initial Member shall, as soon as practicable, appoint a successor Independent Manager. All rightsright, powers power and authority of the Independent Manager Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this AgreementAgreement and the Independent Managers shall have no authority to bind the Company. Except as provided in the second sentence of this Section 108.3, in exercising their rights and performing their duties under this Agreement, the Independent Managers 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 an Affiliateany Affiliate of the Company.

Independent Manager. As long as any Trust Securities are outstanding, the Member shall cause the Company at all times to have at least two (2) Independent Managers meeting the qualifications described in the definition of Independent Manager in Section 3434below, who will be appointed by the Member. To the fullest extent permitted by Section 18-1101(c) of the Act, an Independent Manager shall consider only the interests of the Company, and its creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii9j(iii). No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have (i) accepted his or her appointment by a written instrument, and (ii) executed a counterpart to this Agreement as required by Section 5(c)5c. 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 rights, powers and authority of the Independent Manager Managers 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, the Independent Managers 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 an Affiliate.

Independent Manager. As long as any Trust Securities are Obligation is outstanding, the Initial Member shall cause the Company at all times to have at least two (2) Independent Managers meeting the qualifications described in the definition of one Independent Manager in Section 34, who will be appointed by the Initial Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, an it is intended that the Independent Manager Managers shall consider only the interests of the Company, and including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii)8.4. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the such successor Independent Manager shall have (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, and (ii) shall have executed 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 Initial Member shall, as soon as practicable, appoint a successor Independent Manager. All rightsright, powers power and authority of the Independent Manager Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this AgreementAgreement and the Independent Managers shall have no authority to bind the Company. Except as provided in the second sentence of this Section 108.3, in exercising their rights and performing their duties under this Agreement, the Independent Managers 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 an Affiliateany Affiliate of the Company.

Independent Manager. As long as any Trust Securities are outstanding, the Member shall cause the Company at all times to have at least two (2) Independent Managers meeting the qualifications described in the definition of Independent Manager in Section 3434 below, who will be appointed by the Member. To the fullest extent permitted by Section 18-1101(c) of the Act, an Independent Manager shall consider only the interests of the Company, and its creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii9j(iii). No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have (i) accepted his or her appointment by a written instrument, and (ii) executed a counterpart to this Agreement as required by Section 5(c)5c. 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 rights, powers 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 second sentence of this Section 10, in exercising their rights and performing their duties under this Agreement, the Independent Managers 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 an Affiliate.

Independent Manager. As long as any Trust Securities are Obligation is outstanding, the Initial Member shall cause the Company at all times to have at least two (2) Independent Managers meeting the qualifications described in the definition of one Independent Manager in Section 34, who will be appointed by the Initial Member. To the fullest extent permitted by Section law, including SECTION 18-1101(c1101(C) of the Act, an it is intended that the Independent Manager Managers shall consider only the interests of the Company, and including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii)SECTION 8.4. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the such successor Independent Manager shall have (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, instrument and (ii) shall have executed a counterpart to this Agreement as required by Section 5(cSECTION 7.1(C). In the event of a vacancy in the position of Independent Manager, the Initial Member shall, as soon as practicable, appoint a successor Independent Manager. All rightsright, powers power and authority of the Independent Manager Managers 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 10SECTION 8.3, in exercising their rights and performing their duties under this Agreement, the any Independent Managers 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 an Affiliateany Affiliate of the Company. The initial Independent Manager of the Company is Kevin P. Burns.

Independent Manager. As long as any Trust Securities are outstanding, the Member shall cause the Company at all times to have at least two (2) Independent Managers meeting the qualifications described in the definition of Independent Manager in Section 3434 below, who will be appointed by the Member. To the fullest extent permitted by Section 18-1101(c) of the Act, an Independent Manager shall consider only the interests of the Company, and its creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii9j(iii). No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have (i) accepted his or her appointment by a written instrument, and (ii) executed a counterpart to this Agreement as required by Section 5(c)5c. 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 rights, powers and authority of the Independent Manager Managers 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, the Independent Managers 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 an Affiliate.