Common use of Standard of Care; Independent Managers Clause in Contracts

Standard of Care; Independent Managers. (a) A Manager shall owe such fiduciary duties of loyalty and due care to MART as is required of a director of a Delaware corporation under applicable Delaware law. Every Manager shall discharge his or her duties in good faith, with the care an ordinary prudent person in a like position would exercise under similar circumstances, and in a manner her or she reasonably believes to be in the best interest of MART. (b) The Board of Managers of MART shall include at least two Independent Managers until one year and one day after all Securities and Certificates are paid in full. So long as any Securities or Certificates rated by any Rating Agency are outstanding, this Section 3.4(b) and Sections 3.4(c) and (d) shall not be amended without the prior written consent of each of the Independent Managers. When voting on matters subject to the vote of the Board of Managers, including those matters specified in Section 3.4(d), (i) notwithstanding that MART is not then subject to an Insolvency Event, the Independent Managers shall take into account the interests of the creditors of MART as well as the interests of MART and (ii) if MART is then subject to an Insolvency Event, in any action requiring the vote of the Independent Managers pursuant to Section 3.4(d), the Independent Managers and each other Manager shall owe their fiduciary duties to MART and the creditors of MART. Except as provided in Section 3.4(d), any action permitted or required to be taken by the Board of Managers may be taken by a simple majority of the members of the Board of Managers. The actions set forth in Section 3.4(d) shall be the only actions by the Board of Managers that shall require the affirmative vote of 100% of the Board of Managers or the vote of the majority that includes at least two Independent Managers. (c) The following terms shall have the meanings set forth below (which other than the definition of "Independent Manager" set forth in clause (i) below shall be solely for purposes of this Section 3.4(c)):

Standard of Care; Independent Managers. (a) A Manager shall owe such fiduciary duties of loyalty and due care to MART II as is required of a director of a Delaware corporation under applicable Delaware law. Every Manager shall discharge his or her duties in good faith, with the care an ordinary prudent person in a like position would exercise under similar circumstances, and in a manner her he or she reasonably believes to be in the best interest of MARTMART II. (b) The Board of Managers of MART II shall include at least two Independent Managers until one year and one day after all Securities and Certificates are paid in full. So long as any Securities or Certificates rated by any Rating Agency are outstanding, this Section 3.4(b) and Sections 3.4(c) and (d) shall not be amended without the prior written consent of each of the Independent Managers. When voting on matters subject to the vote of the Board of Managers, including those matters specified in Section 3.4(d), (i) notwithstanding that MART II is not then subject to an Insolvency Event, the Independent Managers shall take into account the interests of the creditors of MART II as well as the interests of MART II and (ii) if MART II is then subject to an Insolvency Event, in any action requiring the vote of the Independent Managers pursuant to Section 3.4(d), the Independent Managers and each other Manager shall owe their fiduciary duties to MART II and the creditors of MARTMART II. Except as provided in Section 3.4(d), any action permitted or required to be taken by the Board of Managers may be taken by a simple majority of the members of the Board of Managers. The actions set forth in Section 3.4(d) shall be the only actions by the Board of Managers that shall require the affirmative vote of 100% of the Board of Managers or the vote of the majority that includes at least two Independent Managers. (c) The following terms shall have the meanings set forth below (which other than the definition of "Independent Manager" set forth in clause (i) below shall be solely for purposes of this Section 3.4(c)):