Common use of Independent Manager Clause in Contracts

Independent Manager. At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, the Company shall, in accordance with the provisions of this Agreement and the Credit Documents, have at least one (1) Independent Manager. In the event that, at any time, no Person is duly appointed in accordance with this Agreement and the Credit Documents and serving as an Independent Manager, the Class A Members shall, subject to the provisions of this Agreement and the Credit Agreement, as soon as practicable, appoint as Independent Manager a Person satisfying the qualifications therefore. To the fullest extent permitted by law, including, without limitation, Section 18-1101(c) of the Act, the Independent Manager(s) shall consider the interests of the Company, and its creditors, in acting or otherwise voting on any matter provided for in this Agreement; provided, however, that nothing contained in this sentence or in this Agreement shall in any way restrict the Company’s ability to make distributions to the extent such distributions are not prohibited by the Act. At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, no resignation or removal of the Independent Manager, and no appointment of any successor Independent Manager at any time when such resignation or removal would leave the Company without any Independent Managers, shall be effective until a successor Independent Manager (i) shall have been approved by the relevant Gaming Authorities to the extent required by applicable Gaming Laws, (ii) shall have accepted his or her appointment as an Independent Manager by execution of an Independent Manager Agreement substantially in the form attached hereto as Exhibit A and (iii) shall have executed a counterpart to this Agreement as required by Section 5(b). At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, in the event no Person meeting the qualifications therefore, as set forth in the definition of “Independent Manager” herein, is then holding the position of Independent Manager, the Board of Managers shall, as soon as practicable, appoint a successor Independent Manager and until such vacancy is filled, the Board of Managers shall be prohibited from voting on any Material Action. 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. No Independent Manager shall, at any time, serve as trustee in bankruptcy for any Affiliate of the Company. Notwithstanding any other provision of this Agreement to the contrary, each Independent Manager, in its capacity as Independent Manager, may only act, vote or otherwise participate in those matters relating to Material Actions. The Independent Manager shall not delegate his or her duties, authorities or responsibilities hereunder. Each Independent Manager shall be permitted to engage an independent advisor and outside counsel, in each case, of its own choosing in connection with evaluating any of the Material Actions. Notwithstanding anything herein to the contrary, neither the Company nor the Independent Manager shall be permitted to rely upon the advice of counsel to any Urban One Entity with respect to any Material Actions.

Independent Manager. At The Borrower shall at all times prior to the termination of the Credit Agreement (other than in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, the Company shall, in accordance connection with the provisions resignation, death, incapacity or disability of this Agreement and the Credit Documents, have a current independent manager) maintain at least one independent manager who (1A) Independent Manager. In for the event that, at any time, no Person is duly appointed in accordance with this Agreement and the Credit Documents and serving as an Independent Manager, the Class A Members shall, subject to the provisions of this Agreement and the Credit Agreement, as soon as practicable, appoint as Independent Manager a Person satisfying the qualifications therefore. To the fullest extent permitted by law, including, without limitation, Section 18-1101(c) of the Act, the Independent Manager(s) shall consider the interests of the Company, and its creditors, in acting or otherwise voting on any matter provided for in this Agreement; provided, however, that nothing contained in this sentence or in this Agreement shall in any way restrict the Company’s ability to make distributions to the extent such distributions are not prohibited by the Act. At all times five year period prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, no resignation or removal of the Independent Manager, and no appointment of any successor Independent Manager at any time when such resignation or removal would leave the Company without any Independent Managers, shall be effective until a successor Independent Manager (i) shall have been approved by the relevant Gaming Authorities to the extent required by applicable Gaming Laws, (ii) 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 Independent Manager by execution 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 Agreement substantially in independent manager of the form attached hereto as Exhibit A and Borrower or any of its Affiliates that are structured to be “bankruptcy remote”), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) shall have executed a counterpart to this Agreement as required by Section 5(b). At all times prior to the termination Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, in the event no Person meeting the qualifications therefore, as set forth in the definition of “Independent Manager” herein, is then holding the position of Independent Manager, the Board of Managers shall, as soon as practicable, appoint a successor Independent Manager and until such vacancy is filled, the Board of Managers shall be prohibited from voting on any Material Action. 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. No Independent Manager shall, at any time, serve as trustee in bankruptcy for Borrower or any Affiliate of the CompanyBorrower, or (iv) any member of the immediate family of a Person described in 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. Notwithstanding The criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. The Borrower shall notify the Administrative Agent of any other provision decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement Agreement, such notice shall be delivered not less than ten days prior to the contraryproposed effective date of such appointment (unless such appointment is due to the resignation, each Independent Managerdeath, incapacity, disability or unwillingness to serve of the prior independent manager, in its capacity as Independent Manager, may only act, vote or otherwise participate in those matters relating to Material Actions. The Independent Manager which case the Borrower shall not delegate his or her duties, authorities or responsibilities hereunder. Each Independent Manager deliver notice promptly upon identifying the successor independent manager) and shall be permitted to engage an independent advisor and outside counsel, in each case, of its own choosing in connection with evaluating any of certify that the Material Actions. Notwithstanding anything herein to the contrary, neither the Company nor designated Person satisfies the Independent Manager Criteria. Except for the appointment of a successor independent manager employed by any of AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord Securities Corporation, Pxxxxxx & Associates or CT Corporation following the death, disability or incapacity of the previous independent manager, the Borrower shall not appoint a new manager as the independent manager without first confirming that such proposed new independent manager is acceptable to the Administrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager be removed or expelled except as permitted to rely upon under the advice of counsel to any Urban One Entity with respect to any Material ActionsBorrower’s Constituent Documents.

Independent Manager. At The Borrower shall at all times prior to the termination of the Credit Agreement (other than in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, the Company shall, in accordance connection with the provisions resignation, death, incapacity or disability of this Agreement and the Credit Documents, have a current independent manager) maintain at least one independent manager who (1A) Independent Manager. In for the event that, at any time, no Person is duly appointed in accordance with this Agreement and the Credit Documents and serving as an Independent Manager, the Class A Members shall, subject to the provisions of this Agreement and the Credit Agreement, as soon as practicable, appoint as Independent Manager a Person satisfying the qualifications therefore. To the fullest extent permitted by law, including, without limitation, Section 18-1101(c) of the Act, the Independent Manager(s) shall consider the interests of the Company, and its creditors, in acting or otherwise voting on any matter provided for in this Agreement; provided, however, that nothing contained in this sentence or in this Agreement shall in any way restrict the Company’s ability to make distributions to the extent such distributions are not prohibited by the Act. At all times five year period prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, no resignation or removal of the Independent Manager, and no appointment of any successor Independent Manager at any time when such resignation or removal would leave the Company without any Independent Managers, shall be effective until a successor Independent Manager (i) shall have been approved by the relevant Gaming Authorities to the extent required by applicable Gaming Laws, (ii) 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 Independent Manager by execution 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 Agreement substantially in independent manager of the form attached hereto as Exhibit A and Borrower or any of its Affiliates that are structured to be “bankruptcy remote”), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) shall have executed a counterpart to this Agreement as required by Section 5(b). At all times prior to the termination Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, in the event no Person meeting the qualifications therefore, as set forth in the definition of “Independent Manager” herein, is then holding the position of Independent Manager, the Board of Managers shall, as soon as practicable, appoint a successor Independent Manager and until such vacancy is filled, the Board of Managers shall be prohibited from voting on any Material Action. 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. No Independent Manager shall, at any time, serve as trustee in bankruptcy for Borrower or any Affiliate of the CompanyBorrower, or (iv) any member of the immediate family of a Person described in 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. Notwithstanding The criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. The Borrower shall notify the Administrative Agent of any other provision decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement Agreement, such notice shall be delivered not less than ten days prior to the contraryproposed effective date of such appointment (unless such appointment is due to the resignation, each Independent Managerdeath, incapacity, disability or unwillingness to serve of the prior independent manager, in its capacity as Independent Manager, may only act, vote or otherwise participate in those matters relating to Material Actions. The Independent Manager which case the Borrower shall not delegate his or her duties, authorities or responsibilities hereunder. Each Independent Manager deliver notice promptly upon identifying the successor independent manager) and shall be permitted to engage an independent advisor and outside counsel, in each case, of its own choosing in connection with evaluating any of certify that the Material Actions. Notwithstanding anything herein to the contrary, neither the Company nor designated Person satisfies the Independent Manager Criteria. Except for the appointment of a successor independent manager employed by any of AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord Securities Corporation, Xxxxxxx & Associates or CT Corporation following the death, disability or incapacity of the previous independent manager, the Borrower shall not appoint a new manager as the independent manager without first confirming that such proposed new independent manager is acceptable to the Administrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager be removed or expelled except as permitted to rely upon under the advice of counsel to any Urban One Entity with respect to any Material ActionsBorrower’s Constituent Documents.

Independent Manager. At Notwithstanding the foregoing or anything to the contrary contained herein, at all times prior to from and after the termination date of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company execution of all of its obligations under the Credit Documentsthis Agreement, the Company shall, in accordance with the provisions of this Agreement and the Credit Documents, shall have at least one (1) Independent Manager. In Any vote requiring the event that, unanimous consent of the Board of Directors may not be taken unless there is at any time, no Person is duly appointed in accordance with this Agreement and the Credit Documents and serving as an Independent Manager, the Class A Members shall, subject to the provisions of this Agreement and the Credit Agreement, as soon as practicable, appoint as least one Independent Manager a Person satisfying eligible to vote on the qualifications thereforeaction. To the fullest extent permitted by law, including, without limitation, including Section 18-1101(c18‑1101(c) of the Act, the Independent Manager(s) Manager 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 4.1(b). Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors 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 matter provided for in group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member, any Officer or any other Person bound by this Agreement; provided, however, that nothing contained in this sentence 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 Manager shall not be liable to the Company, the Member or in any other Person bound by this Agreement shall in any way restrict the Company’s ability to make distributions to the extent such distributions are not prohibited by the Act. At all times prior to the termination for breach of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company contract or breach of all of its obligations under the Credit Documentsduties (including fiduciary duties), no resignation or removal of unless the Independent Manager, and no appointment of any successor Independent Manager at any time when such resignation acted in bad faith or removal would leave the Company without any Independent Managers, shall be effective until a successor Independent Manager (i) shall have been approved by the relevant Gaming Authorities to the extent required by applicable Gaming Laws, (ii) shall have accepted his or her appointment as an Independent Manager by execution of an Independent Manager Agreement substantially engaged in the form attached hereto as Exhibit A and (iii) shall have executed a counterpart to this Agreement as required by Section 5(b). At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, in the event no Person meeting the qualifications therefore, as set forth in the definition of “Independent Manager” herein, is then holding the position of Independent Manager, the Board of Managers shall, as soon as practicable, appoint a successor Independent Manager and until such vacancy is filled, the Board of Managers shall be prohibited from voting on any Material Actionwillful misconduct. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights, rights and perform those duties, of the Independent Manager duties specifically set forth in this Agreement. No Independent Manager shall, at any time, serve as trustee in bankruptcy for any Affiliate of the Company. Notwithstanding any other provision of this Agreement to the contrary, each the Independent Manager, in its capacity as an Independent Manager, may only act, vote or otherwise participate in those matters relating referred to Material Actionsin Section 4.1(b) or as otherwise specifically required by this Agreement. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement. Upon the resignation, death or other event whereby the Independent Manager ceases to be a manager or independent from the Company, a new Independent Manager shall be promptly appointed. The Independent Manager shall not delegate his or her duties, authorities or responsibilities hereunderexecute and deliver the Management Agreement. Each The initial Independent Manager shall be permitted to engage an independent advisor and outside counsel, in each case, of its own choosing in connection with evaluating any of the Material Actions. Notwithstanding anything herein to the contrary, neither the Company nor the Independent Manager shall be permitted to rely upon the advice of counsel to any Urban One Entity with respect to any Material Actionsis Rxxxxxx Xxxxxxxxxx.

Independent Manager. At (a) As long as any Obligation is outstanding, the Manager shall cause the Company at all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, the Company shall, in accordance with the provisions of this Agreement and the Credit Documents, have at least one (1) Independent Manager who will be appointed by the Manager. In the event that, at any time, no Person is duly appointed in accordance with this Agreement and the Credit Documents and serving as an Independent Manager, the Class A Members shall, subject to the provisions of this Agreement and the Credit Agreement, as soon as practicable, appoint as Independent Manager a Person satisfying the qualifications therefore. To the fullest extent permitted by law, including, without limitation, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Manager(s) Manager shall consider only the interests of the Company, and its including the Company’s creditors, in acting or otherwise voting on any matter provided for the matters referred to in this Agreement; provided, however, that nothing contained in this sentence or in this Agreement shall in any way restrict the Company’s ability to make distributions to the extent such distributions are not prohibited by the ActSection 8.1(d)(iii). At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, no No resignation or removal of the an Independent Manager, and no appointment of any a successor Independent Manager at any time when such resignation or removal would leave the Company without any Independent ManagersManager, shall be effective until a such successor Independent Manager (i) shall have been approved by the relevant Gaming Authorities to the extent required by applicable Gaming Laws, (ii) shall have accepted his or her appointment as an Independent Manager by execution of an Independent Manager Agreement substantially in the form attached hereto as Exhibit A a written instrument, and (iiiii) shall have executed a counterpart to this Agreement as required by Section 5(b)17.7. At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, in In the event no Person meeting the qualifications therefore, as set forth of a vacancy in the definition of “Independent Manager” herein, is then holding the position of Independent Manager, the Board of Managers Manager shall, as soon as practicable, appoint a successor Independent Manager and until such vacancy is filled, the Board of Managers shall be prohibited from voting on any Material ActionManager. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights, rights and perform those duties, of the Independent Manager duties specifically set forth in this Agreement. Except for duties to the Company as set forth in the second sentence of this Section 9 (including duties to the Members and the Company’s creditors solely to the extent of its economic interests in the Company and to the Company’s creditors but excluding (i) all other interests of the Members, (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 Manager shall not have any fiduciary duties to the Members, 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 Manager shall 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 duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No Independent Manager shall, shall at any time, time serve as trustee in bankruptcy for any Affiliate of the Company. Notwithstanding any other provision of this Agreement to the contrary, each Independent Manager, in its capacity as Independent Manager, may only act, vote or otherwise participate in those matters relating to Material Actions. The Independent Manager shall not delegate his or her duties, authorities or responsibilities hereunder. Each Independent Manager shall be permitted to engage an independent advisor and outside counsel, in each case, of its own choosing in connection with evaluating any of the Material Actions. Notwithstanding anything herein to the contrary, neither the Company nor the Independent Manager shall be permitted to rely upon the advice of counsel to any Urban One Entity with respect to any Material Actions.

Independent Manager. At (a) Prior to the Satisfaction Date, the Members shall cause the Company at all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, the Company shall, in accordance with the provisions of this Agreement and the Credit Documents, have at least one (1) Independent Manager. In the event that, at any time, no Person is duly appointed in accordance with this Agreement and the Credit Documents and serving as an Independent Manager, the Class A Members shall, subject to the provisions of this Agreement and the Credit Agreement, as soon as practicable, appoint as Independent Manager a Person satisfying who will be appointed by the qualifications thereforeMembers holding the Required Interest. To the fullest extent permitted by law, including, without limitation, Section 18-1101(c) of the Act, the Independent Manager(s) Manager shall consider the interests of the Company, holders of rated debt of the Company and its creditorsthe Members, in acting or otherwise voting on any matter provided for the matters referred to in this Agreement; providedSection 5.1(f). No resignation, however, that nothing contained in this sentence or in this Agreement shall in any way restrict the Company’s ability to make distributions to the extent such distributions are not prohibited by the Act. At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, no resignation retirement or removal of the an Independent Manager, and no appointment of any a successor Independent Manager at any time when such resignation or removal would leave the Company without any Independent ManagersManager, shall be effective until a the successor Independent Manager (i) shall have been approved by the relevant Gaming Authorities to the extent required by applicable Gaming Laws, (ii) shall have accepted his or her appointment as an Independent Manager by execution of a counterpart signature page to this Agreement; provided that the resignation or retirement of an Independent Manager Agreement substantially in the form attached hereto as Exhibit A and (iii) shall have executed a counterpart become effective no earlier than 30 days after written notice of such resignation or retirement has been delivered to this Agreement as required by Section 5(b). At all times prior to the termination each of the Credit Agreement in accordance with its terms Company, the Members and 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 full and final satisfaction by the Company of all of its obligations under the Credit Documents, in the event no Person meeting the qualifications therefore, as set forth in the definition of “date on which such Independent Manager” herein, is then holding the position of Independent Manager, the Board of Managers shall, as soon as practicable, appoint a successor Independent Manager and until such vacancy is filled, the Board of Managers ’s resignation or retirement shall be prohibited from voting on any Material Actionbecome effective. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights, rights and perform those duties, duties of the Independent Manager specifically set forth in this Agreement. No Independent Manager shall, at any time, serve as trustee in bankruptcy for any Affiliate In the event of the Company. Notwithstanding any other provision death of this Agreement to the contrary, each an Independent Manager, in its capacity as the Members holding the Required Interest shall promptly appoint a successor Independent Manager, may only actwhich appointment shall occur and be effective not more than 30 days following the death of such Independent Manager. Subject to each of the other provisions of this Agreement, vote or otherwise participate including, without limitation, the second sentence of this Section 5.4(a), in those matters relating to Material Actions. The Independent Manager shall not delegate exercising his or her dutiesrights and performing his or her duties under this Agreement, authorities or responsibilities hereunder. Each Independent Manager shall be permitted to engage an independent advisor and outside counsel, in each case, of its own choosing in connection with evaluating any of the Material Actions. Notwithstanding anything herein to the contrary, neither the Company nor the Independent Manager shall be permitted have a fiduciary duty of loyalty and care to rely upon the advice Company similar to (but not greater than) that owed to a corporation and its stockholders by a director of counsel to any Urban One Entity with respect to any Material Actionsa business corporation organized under the General Corporation Law of Delaware.

Independent Manager. At So long as the Loan remains outstanding, the Managing Member shall cause the Company to at all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, the Company shall, in accordance with the provisions of this Agreement and the Credit Documents, have at least one (1) Independent Manager. In the event that, at any time, no Person is duly appointed in accordance with this Agreement and the Credit Documents and serving as an Independent Manager, the Class A Members shall, subject to the provisions of this Agreement and the Credit Agreement, as soon as practicable, appoint as Independent Manager a Person satisfying to be appointed by the qualifications thereforeManaging Member. To the fullest extent permitted by law, including, without limitation, including Section 18-1101(c) of the LLC Act, the Independent Manager(s) Manager shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to herein. To the fullest extent permitted by law, except for duties to the Company (including duties to the Managing Member solely to the extent of its economic interest in the Company and its creditorsthe Company’s creditors as set forth in the immediately preceding sentence), the Independent Managers shall not owe any fiduciary duties to, and shall not consider, in acting or otherwise voting on any matter provided for in this Agreementwhich their approval is required, the interests of (i) the Managing Member, (ii) other Affiliates of the Company, or (iii) any group of Affiliates of which the Company is a part; provided, however, that nothing 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 Managing 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. Except as expressly provided in this Agreement, the Independent Manager has no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company. Notwithstanding anything to the contrary contained in this sentence or Agreement, no Independent Manager shall be removed unless the Company provides the Lender with no less than five (5) Business Days’ (as defined in the Loan Agreement) prior written notice of (a) any proposed removal of such Independent Manager, together with a statement as to the reasons for such removal, and (b) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements for an Independent Manager set forth in this Agreement shall in any way restrict the Company’s ability to make distributions to the extent such distributions are not prohibited by the ActAgreement. At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, no No resignation or removal of the Independent Manager, and no appointment of any a successor Independent Manager at any time when such resignation or removal would leave the Company without any Independent ManagersManager, shall be effective until a such successor Independent Manager (i) shall have been approved by the relevant Gaming Authorities to the extent required by applicable Gaming Laws, (ii) shall have accepted his or her appointment as an Independent Manager by execution of an Independent Manager Agreement substantially in the form attached hereto as Exhibit A a written instrument, which may be a counterpart signature page to this Agreement, and (iiiii) shall have executed a counterpart to this Agreement as required by Section 5(b)Agreement. At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction The initial Independent Manager hereby appointed by the Company of all of its obligations under the Credit Documents, in the event no Person meeting the qualifications therefore, as set forth in the definition of “Independent Manager” herein, Managing Member is then holding the position of Independent Manager, the Board of Managers shall, as soon as practicable, appoint a successor Independent Manager and until such vacancy is filled, the Board of Managers shall be prohibited from voting on any Material Action. 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 AgreementXxxxx X. XxXxxxxxxx. No Independent Manager shall, shall at any time, time serve as trustee in bankruptcy for any Affiliate of the Company. Notwithstanding any other provision of this Agreement to the contrary, each Independent Manager, in its capacity as Independent Manager, may only act, vote or otherwise participate in those matters relating to Material Actions. The Independent Manager shall not delegate his or her dutiesis hereby designated as a “manager” of the Company within the meaning of Section 18-101(10) of the LLC Act; however, authorities or responsibilities hereunder. Each all right, power and authority of the Independent Manager Managers shall be permitted to engage an independent advisor and outside counsel, in each case, of its own choosing in connection with evaluating any of the Material Actions. Notwithstanding anything herein limited to the contrary, neither the Company nor extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Manager Managers shall be permitted otherwise have no authority to rely upon bind the advice of counsel to any Urban One Entity with respect to any Material ActionsCompany.

Independent Manager. At The Managing Member shall select and appoint and be entitled to remove and replace the Independent Manager upon a vacancy in such position. The Independent Manager shall at all times prior to hold such position until a successor shall have been appointed by the termination Managing Member. The Independent Manager as of the Credit Agreement in accordance with its terms and the full and final satisfaction date hereof is set forth on Schedule II. In addition to being appointed by the Company of all of its obligations under the Credit Documents, the Company shall, Managing Member in accordance with the provisions of this Agreement preceding sentence, the Independent Manager shall be a Person who is not, and the Credit Documents, have for at least one two years prior to such appointment has not been, (i) a director, officer, employee, partner, member or stockholder of any Person owning beneficially, directly or indirectly, any of the outstanding equity interests in the Company, its Members or Affiliates or (ii) a director, officer, employee, *** Indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission. partner, member or a stockholder owning more than 1) % of the outstanding equity interests in any such beneficial owner's parent, subsidiaries or Affiliates (in each case other than such Person's capacity as "Independent Manager" or independent manager of the Company, any of its Affiliates or another direct or indirect special purpose subsidiary of the Member). In the event that, at any time, no Person is duly appointed in accordance with this Agreement and the Credit Documents and serving as an Independent Manager, the Class A Members shall, subject to the provisions of this Agreement and the Credit Agreement, as soon as practicable, appoint as The Independent Manager shall act in its capacity as a Person satisfying manager of the qualifications thereforeCompany with only such duties and rights as are expressly set forth in this Agreement. The Independent Manager is hereby designated as a "manager" of the Company within the meaning of Section 18-101(10) of the Delaware LLC Act with only such duties and rights as are expressly set forth in this Agreement. To the fullest extent permitted by law, including, without limitation, Section 18-1101(c) of the Act, the Independent Manager(s) Manager shall consider the interests of the Company, rated debtholders and its creditors, in acting or otherwise voting on any matter provided for in this Agreement; provided, however, that nothing contained in this sentence or in this Agreement shall in any way restrict the Company’s ability to make distributions to the extent such distributions are not prohibited by the Act. At all times prior to the termination other creditors of the Credit Agreement Company (other than the Lenders in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, no resignation or removal respect of the Independent Manager, and no appointment of any successor Independent Manager at any time when such resignation or removal would leave the Company without any Independent Managers, shall be effective until a successor Independent Manager (iSubordinated Debt Facility) shall have been approved by the relevant Gaming Authorities to the extent required by applicable Gaming Laws, (ii) shall have accepted his or her appointment as an Independent Manager by execution of an Independent Manager Agreement substantially in the form attached hereto as Exhibit A and (iii) shall have executed a counterpart to this Agreement as required by Section 5(b). At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, in the event no Person meeting the qualifications therefore, as set forth in the definition of “Independent Manager” herein, is then holding the position of Independent Manager, the Board of Managers shall, as soon as practicable, appoint a successor Independent Manager and until such vacancy is filled, the Board of Managers shall be prohibited from voting on any Material Action. 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. No Independent Manager shall, at any time, serve as trustee in bankruptcy for any Affiliate of the Company. Notwithstanding any other provision of this Agreement to the contrary, each Independent Manager, in its capacity as Independent Manager, may only act, vote or otherwise participate in those matters relating to Material Actionsmaking determinations hereunder. The Independent Manager shall not delegate his or her dutiesbe entitled to a vote on any matter other than a determination by the Managing Member to commence insolvency proceedings, authorities or responsibilities hereunder. Each Independent Manager shall be permitted to engage an independent advisor and outside counselincluding the commencement of a voluntary case under the Bankruptcy Code, in each case, of its own choosing in connection with evaluating any of the Material Actions. Notwithstanding anything herein to the contrary, neither the Company nor the Independent Manager shall be permitted to rely upon the advice of counsel to any Urban One Entity with respect to any Material Actionsthe Company as required under Section 11.4.

Independent Manager. At Notwithstanding the foregoing or anything to the contrary contained herein, at all times prior to from and after the termination date of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company execution of all of its obligations under the Credit Documentsthis Agreement, the Company shall, in accordance with the provisions of this Agreement and the Credit Documents, shall have at least one (1) Independent Manager. In the event that, at any time, no Person is duly appointed in accordance with this Agreement and the Credit Documents and serving as an Independent Manager, the Class A Members shall, subject to the provisions of this Agreement and the Credit Agreement, as soon as practicable, appoint as Independent Manager a Person satisfying the qualifications therefore. To the fullest extent permitted by law, including, without limitation, including Section 18-1101(c18‑1101(c) of the Act, the Independent Manager(s) Manager 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 4.1(b). Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors 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 matter provided for in group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member, any Officer or any other Person bound by this Agreement; provided, however, that nothing contained in this sentence 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 Manager shall not be liable to the Company, the Member or in any other Person bound by this Agreement shall for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in any way restrict bad faith or engaged in willful misconduct. An Independent Manager is hereby designated as a "manager" within the Company’s ability to make distributions to the extent such distributions are not prohibited by meaning of Section 18-101(12) of the Act. At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, no resignation or removal of the Independent Manager, and no appointment of any successor Independent Manager at any time when such resignation or removal would leave the Company without any Independent Managers, shall be effective until a successor Independent Manager (i) shall have been approved by the relevant Gaming Authorities to the extent required by applicable Gaming Laws, (ii) shall have accepted his or her appointment as an Independent Manager by execution of an Independent Manager Agreement substantially in the form attached hereto as Exhibit A and (iii) shall have executed a counterpart to this Agreement as required by Section 5(b). At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, in the event no Person meeting the qualifications therefore, as set forth in the definition of “Independent Manager” herein, is then holding the position of Independent Manager, the Board of Managers shall, as soon as practicable, appoint a successor Independent Manager and until such vacancy is filled, the Board of Managers shall be prohibited from voting on any Material Action. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights, rights and perform those duties, of the Independent Manager duties specifically set forth in this Agreement. No Agreement and the Independent Manager shall, at any time, serve as trustee in bankruptcy for any Affiliate of shall otherwise have no authority to bind the Company. Notwithstanding any other provision of this Agreement to the contrary, each the Independent Manager, in its capacity as an Independent Manager, may only act, vote or otherwise participate in those matters relating referred to Material Actionsin Section 4.1(b) or as otherwise specifically required by this Agreement. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement. Upon the resignation, death or other event whereby the Independent Manager ceases to be a manager or independent from the Company, a new Independent Manager shall be promptly appointed. The Independent Manager shall not delegate his or her duties, authorities or responsibilities hereunderexecute and deliver the Management Agreement. Each The initial Independent Manager shall be permitted to engage an independent advisor and outside counsel, in each case, of its own choosing in connection with evaluating any of the Material Actions. Notwithstanding anything herein to the contrary, neither the Company nor the Independent Manager shall be permitted to rely upon the advice of counsel to any Urban One Entity with respect to any Material Actionsis Xxxxxxxx X. Xxxxxx.

Independent Manager. At Notwithstanding the foregoing or anything to the contrary contained herein, at all times prior to from and after the termination date of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company execution of all of its obligations under the Credit Documentsthis Agreement, the Company shall, in accordance with the provisions of this Agreement and the Credit Documents, shall have at least one (1) Independent Manager. In Any vote requiring the event that, unanimous consent of the Board of Directors may not be taken unless there is at any time, no Person is duly appointed in accordance with this Agreement and the Credit Documents and serving as an Independent Manager, the Class A Members shall, subject to the provisions of this Agreement and the Credit Agreement, as soon as practicable, appoint as least one Independent Manager a Person satisfying eligible to vote on the qualifications thereforeaction. To the fullest extent permitted by law, including, without limitation, including Section 18-1101(c) of the Act, the Independent Manager(s) Manager 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 4.1(b). Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors 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 matter provided for in group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member, any Officer or any other Person bound by this Agreement; provided, however, that nothing contained in this sentence 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 Manager shall not be liable to the Company, the Member or in any other Person bound by this Agreement shall in any way restrict the Company’s ability to make distributions to the extent such distributions are not prohibited by the Act. At all times prior to the termination for breach of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company contract or breach of all of its obligations under the Credit Documentsduties (including fiduciary duties), no resignation or removal of unless the Independent Manager, and no appointment of any successor Independent Manager at any time when such resignation acted in bad faith or removal would leave the Company without any Independent Managers, shall be effective until a successor Independent Manager (i) shall have been approved by the relevant Gaming Authorities to the extent required by applicable Gaming Laws, (ii) shall have accepted his or her appointment as an Independent Manager by execution of an Independent Manager Agreement substantially engaged in the form attached hereto as Exhibit A and (iii) shall have executed a counterpart to this Agreement as required by Section 5(b). At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, in the event no Person meeting the qualifications therefore, as set forth in the definition of “Independent Manager” herein, is then holding the position of Independent Manager, the Board of Managers shall, as soon as practicable, appoint a successor Independent Manager and until such vacancy is filled, the Board of Managers shall be prohibited from voting on any Material Actionwillful misconduct. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights, rights and perform those duties, of the Independent Manager duties specifically set forth in this Agreement. No Independent Manager shall, at any time, serve as trustee in bankruptcy for any Affiliate of the Company. Notwithstanding any other provision of this Agreement to the contrary, each the Independent Manager, in its capacity as an Independent Manager, may only act, vote or otherwise participate in those matters relating referred to Material Actionsin Section 4.1(b) or as otherwise specifically required by this Agreement. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement. Upon the resignation, death or other event whereby the Independent Manager ceases to be a manager or independent from the Company, a new Independent Manager shall be promptly appointed. The Independent Manager shall not delegate his or her duties, authorities or responsibilities hereunderexecute and deliver the Management Agreement. Each The initial Independent Manager shall be permitted to engage an independent advisor and outside counsel, in each case, of its own choosing in connection with evaluating any of the Material Actions. Notwithstanding anything herein to the contrary, neither the Company nor the Independent Manager shall be permitted to rely upon the advice of counsel to any Urban One Entity with respect to any Material Actionsis Xxxxxxxx Xxxxxxxx.

Independent Manager. At (a) For so long as any Project Debt Obligations remain outstanding, the Board of Managers shall cause the Company at all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction have one Independent Manager who will be appointed by the Company Board of all Managers. The Board of its obligations under Managers has designated Xxxxxxxx X. Xxxxxxxx of CT Corporation Staffing, Inc. as the Credit Documents, the Company shall, in accordance with the provisions of this Agreement and the Credit Documents, have at least one (1) initial Independent Manager. In The Board of Managers may remove the event that, at any time, no Person is duly appointed in accordance with this Agreement and the Credit Documents and serving as an Independent Manager, the Class A Members shall, subject to the provisions of this Agreement and the Credit Agreement, as soon as practicable, appoint as Independent Manager a Person satisfying the qualifications thereforeonly for Cause. To the fullest extent permitted by lawLaw, including, without limitation, including Section 18-1101(c) of the LLC Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Manager(s) Manager shall consider only the interests of the Company, and including its creditors, in acting or otherwise voting on Insolvency Actions in accordance with Section 8.6(b). Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Members and the Company’s creditors solely to the extent of their respective economic interests in the Company, including, any matter provided for in Project Debt Obligations, but excluding (i) all other interests of the Members, (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 Manager shall not have any fiduciary duties to the Members or any other Person bound by this Agreement; provided, however, that nothing contained in this sentence 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 LLC Act, the Independent Manager shall not be liable to the Company, any Member or in any other Person bound by this Agreement shall for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in any way restrict the Company’s ability to make distributions to the extent such distributions are not prohibited by the Actbad faith or engaged in willful misconduct. At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, no No resignation or removal of the Independent Manager, and no appointment of any a successor Independent Manager at any time when such resignation or removal would leave the Company without any Independent ManagersManager, shall be effective until a such successor Independent Manager (i) shall have been approved by the relevant Gaming Authorities to the extent required by applicable Gaming Laws, (ii) shall have accepted his or her appointment as an the Independent Manager by execution of an Independent Manager Agreement substantially in the form attached hereto as Exhibit A and (iii) shall have executed executing a counterpart to this Agreement Agreement. For so long as required by Section 5(b). At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documentsany Project Debt Obligations remain outstanding, in the event no Person meeting the qualifications therefore, as set forth of a vacancy in the definition of “Independent Manager” herein, is then holding the position of Independent Manager, the Board of Managers shall, as soon as practicable, appoint a successor Independent Manager. Notwithstanding anything to the contrary contained in this Agreement, no Independent Manager and until such vacancy is filled, the Board of Managers shall be prohibited from voting on removed or replaced unless the Company provides the Senior Lender with no less than five (5) business days’ prior written notice of (a) any Material Actionproposed removal of such Independent Manager (including the finding of Cause), and (b) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements for a Independent Manager set forth in this Agreement. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise only those rights, rights and perform only those dutiesduties specifically set forth in Section 8.6(b) of this Agreement and, at such time as there are no Project Debt Obligations outstanding, the Independent Manager shall forthwith cease to serve in such capacity and all right, power and authority of the Independent Manager specifically set forth pursuant to this Agreement shall forthwith cease. Except as provided in the fourth sentence of this Section 8.6(a), 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. No Independent Manager shall, shall at any time, time serve as trustee in bankruptcy for any Affiliate of the Company. Notwithstanding any other provision of this Agreement to the contrary, each Independent Manager, in its capacity as Independent Manager, may only act, vote or otherwise participate in those matters relating to Material Actions. The Independent Manager shall not delegate his or her duties, authorities or responsibilities hereunder. Each Independent Manager shall be permitted to engage an independent advisor and outside counsel, in each case, of its own choosing in connection with evaluating any of the Material Actions. Notwithstanding anything herein to the contrary, neither the Company nor the Independent Manager shall be permitted to rely upon the advice of counsel to any Urban One Entity with respect to any Material Actions.

Independent Manager. At all times prior to the termination times, one of the Credit Agreement in accordance with its terms and members of the full and final satisfaction by Board of Managers shall be an Independent Manager. The Trust shall not be permitted to take any action requiring the Company consent of the Independent Manager if at the time of taking such action there is no Independent Manager then serving on the Board of Managers. The Owners shall cause the Board of Managers at all of its obligations under the Credit Documents, the Company shall, in accordance with the provisions of this Agreement and the Credit Documents, times to have at least one Independent Manager who, except as aforesaid, will be elected by the Owners pursuant to Article IV, Section 3 of the Bylaws. To the fullest extent permitted by the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Manager shall consider only the interests of the Trust, including its creditors, in acting or otherwise voting on the matters involving the Trust. Except for duties to the Trust as set forth in the immediately preceding sentence (1) Independent Manager. In including duties to the event that, at any time, no Person is duly appointed in accordance with this Agreement Depositor and the Credit Documents Trust’s creditors solely to the extent of their respective economic interests in the Trust but excluding (i) all other interests of the Depositor, (ii) the interests of other Affiliates of the Trust, and serving as an Independent Manager(iii) the interests of any group of Affiliates of which the Trust is a part), the Class A Members shall, subject Independent Manager shall not have any fiduciary duties to the provisions Depositor, any Manager or any other Person bound by this Agreement; provided, however, that the foregoing shall not eliminate the implied contractual covenant of this Agreement good faith and the Credit Agreement, as soon as practicable, appoint as Independent Manager a Person satisfying the qualifications thereforefair dealing. To the fullest extent permitted by law, including, without limitation, Section 18-1101(c) of an Independent Manager shall not be liable to the ActTrust, the Independent Manager(s) shall consider the interests of the Company, and its creditors, in acting Depositor or otherwise voting on any matter provided for in this Agreement; provided, however, that nothing contained in this sentence or in other Person bound by this Agreement shall for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in any way restrict the Company’s ability to make distributions bad faith or engaged in willful misconduct. Notwithstanding anything to the extent such distributions are not prohibited by the Act. At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documentscontrary contained herein, no resignation or removal election of the Independent Manager, and no appointment of any a successor Independent Manager at any time when such resignation or removal would leave the Company without any Independent Managers, shall be effective until (a) the Agent is provided not less than five (5) days prior written notice of such election, such notice to contain a written certificate from the Trust that the designated successor satisfies the criteria set forth in the definition herein of “Independent Manager” and (b) the successor Independent Manager (i) shall have been approved by the relevant Gaming Authorities to the extent required by applicable Gaming Laws, (ii) shall have accepted his or her appointment as an Independent Manager election by execution of an Independent Manager Agreement substantially in the form attached hereto as Exhibit A and (iii) shall have executed a counterpart to this Agreement as required by Section 5(b)written instrument. At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, in In the event no Person meeting the qualifications therefore, as set forth of a vacancy in the definition of “Independent Manager” herein, is then holding the position of Independent Manager, the Board of Managers Owners shall, as soon as practicable, appoint elect a successor Independent Manager and until such vacancy is filled, in accordance with the Board terms of Managers shall be prohibited from voting on any Material Actionthe immediately preceding sentence. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights, rights and perform those duties, of the Independent Manager duties specifically set forth in the certificate of trust or this Agreement. Except as provided in the second and third sentences of this Section. 2.04(b)(ii), in exercising his/her rights and performing his/her 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, shall at any time, time serve as trustee or examiner in the bankruptcy case for any Affiliate of the CompanyTrust. Notwithstanding any other provision For the avoidance of this Agreement to the contrarydoubt, each Independent Manager, in its capacity as Independent Manager, may only act, vote or otherwise participate in those matters relating to Material Actions. The no Independent Manager shall not delegate his or her duties, authorities or responsibilities hereunder. Each Independent Manager shall may be permitted to engage an independent advisor and outside counsel, removed by the Owners except in each case, of its own choosing in connection accordance with evaluating any of the Material Actions. Notwithstanding anything herein to the contrary, neither the Company nor the Independent Manager shall be permitted to rely upon the advice of counsel to any Urban One Entity with respect to any Material ActionsSection 2.04(b)(iii).

Independent Manager. At As long as any Obligation is outstanding, the Member shall cause the Company at all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, the Company shall, in accordance with the provisions of this Agreement and the Credit Documents, have at least one (1) Independent Manager. In the event that, at any time, no Person is duly appointed in accordance with this Agreement and the Credit Documents and serving as an Independent Manager, the Class A Members shall, subject to the provisions of this Agreement and the Credit Agreement, as soon as practicable, appoint as Independent Manager a Person satisfying who will be appointed by the qualifications thereforeMember. To the fullest extent permitted by law, including, without limitation, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Manager(s) Manager shall consider only the interests of the Company, and including its creditors, in acting or otherwise voting on the matters referred to in Sections 9(d)(ii) and Section 9(d)(iii). Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors 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 matter provided for in group of Affiliates of which the Company is a part), the Independent Manager shall not have any fiduciary duties to the Member, any Officer or any other Person bound by this Agreement; provided, however, that nothing contained in this sentence 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 in any other Person bound by this Agreement shall for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in any way restrict the Company’s ability to make distributions to the extent such distributions are not prohibited by the Actbad faith or engaged in willful misconduct. At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, no No resignation or removal of the an Independent Manager, and no appointment of any a successor Independent Manager at any time when such resignation or removal would leave the Company without any Independent ManagersManager, shall be effective until a such successor Independent Manager (i) shall have been approved by the relevant Gaming Authorities to the extent required by applicable Gaming Laws, (ii) shall have accepted his or her appointment as an Independent Manager by execution of an Independent Manager Agreement substantially in the form attached hereto as Exhibit A a written instrument, which may be a counterpart signature page to this Agreement, and (iiiii) shall have executed a counterpart to this Agreement as required by Section 5(b5(c). At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, in In the event no Person meeting the qualifications therefore, as set forth of a vacancy in the definition of “Independent Manager” herein, is then holding the position of Independent Manager, the Board of Managers Member shall, as soon as practicable, appoint a successor Independent Manager. Notwithstanding anything to the contrary contained in this Agreement, no Independent Manager and until such vacancy is filled, the Board of Managers shall be prohibited from voting on removed or replaced, nor shall any Material Actionsuch removal or replacement become effective, unless the Company provides the Lender with no less than three (3) business days’ prior written notice of (a) any proposed removal of such Independent Manager, together with a statement as to the reasons for such removal, and (b) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements for an Independent Manager set forth in this Agreement. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights, rights and perform those duties, of the Independent Manager duties specifically set forth in this Agreement. No Independent Manager shall, shall at any time, time serve as trustee in bankruptcy for any Affiliate of the Company. Notwithstanding any other provision of this Agreement to the contrary, each Independent Manager, in its capacity as Independent Manager, may only act, vote or otherwise participate in those matters relating to Material Actions. The An Independent Manager shall not delegate his or her duties, authorities or responsibilities hereunder. Each Independent Manager shall be permitted to engage an independent advisor and outside counsel, in each case, is hereby designated as a “manager” within the meaning of its own choosing in connection with evaluating any Section 18-101(12) of the Material Actions. Notwithstanding anything herein to the contrary, neither the Company nor the Independent Manager shall be permitted to rely upon the advice of counsel to any Urban One Entity with respect to any Material ActionsAct.