Common use of Independent Managers Clause in Contracts

Independent Managers. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Managers who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Managers shall consider only the interests of the Company, including its respective 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 such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent 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, 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. The initial Independent Managers appointed hereby shall be as set forth in Schedule D hereto.

Independent Managers. As long as any Obligation is outstanding, the The Member shall cause the Company Company, at all times until such time as the Debt is paid in full, to have at least two Independent Managers who will Managers, each of which shall be appointed by the MemberMember and be reasonably satisfactory to Lender. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Managers shall consider only the interests of the Company, including those of its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii11(b). No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his his, her or her its appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c)10. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Except with respect to those actions expressly requiring the vote of the Independent Managers pursuant to Section 12(b), no Independent Manager, in his, her or its capacity as provided Independent Manager, shall have any right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, and such Independent Manager’s attendance at any meeting shall not be required as a condition to the taking of any such action. Anything in the second sentence of this Section 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 laws of the State of Delaware. No Delaware of this Agreement to the contrary notwithstanding, except pursuant to Section 11(b), an Independent Manager shall at any time serve Manager, in his, her or its capacity as trustee in bankruptcy for any Affiliate of Independent Manager, may not bind the Company. The initial Independent Managers appointed hereby shall be as set forth in Schedule D hereto.

Independent Managers. As long as any Note or Other Obligation is outstanding, the Member Initial Members shall cause the Company at all times to have at least two Independent Managers who will be appointed by the MemberInitial Members. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, it is intended that the Independent Managers shall consider only the interests of the Company, 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 such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement, 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 Member Initial Members shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent 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, any the Independent Manager 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 any Affiliate of the Company. The initial Independent Managers appointed hereby shall be as set forth in Schedule D hereto.

Independent Managers. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Managers who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c18–1101(c) of the Act, the Independent Managers shall consider only the interests of the Company, including its respective 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 such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent 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, 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. The initial Independent Managers appointed hereby shall be as set forth in Schedule D hereto.

Independent Managers. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two Independent Managers who will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section SECTION 9(j)(iii). No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section SECTION 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent 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 SECTION 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 Manager 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. The initial Independent Managers appointed hereby shall be as set forth in Schedule D hereto.

Independent Managers. As long as any Obligation is outstandingThe Company shall have, and the Member shall cause the Company at all times to have at least two (2) Independent Managers Managers, who will shall be appointed elected by a vote of the MemberMembers holding a majority of the limited liability company interests in the Company. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii9(b). No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have has accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have has executed a counterpart to this Agreement as required by Section 5(c)herein. In the event of a vacancy in the position of an Independent Manager, the Member shall, as soon as practicable, appoint elect or designate a successor Independent Manager. All right, power and authority of the Independent 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 108(j), in exercising their rights and performing their duties under this Agreement, any the Independent Manager 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 may at any time serve as trustee in bankruptcy for any Affiliate of the Company. The initial Independent Managers appointed hereby shall be as set forth in Schedule D hereto.

Independent Managers. As long as any Obligation is outstanding, the Member (a) The Company shall cause the Company at all times to have at least two (2) Independent Managers who will be appointed as Managers by the MemberMembers. The initial Independent Managers shall each execute and deliver an Independent Manager Agreement and a counterpart of the Manager Agreement. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Action or the matters referred to in Section 9(j)(iii)1.5. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such the successor (i) Independent Manager shall have accepted his or her appointment as by execution and delivery of an Independent Manager by a written instrumentAgreement, which may be a counterpart signature page to of the Management AgreementManager Agreement and, and (ii) if such person shall be designated as the Special Member, shall have executed a counterpart to of 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 ManagerAgreement. All right, power and authority of the an Independent Managers 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 third sentence of this Section 104.2, in exercising their such Independent Manager's rights and performing their such Independent Manager's duties under this Agreement, any an Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. Notwithstanding the last sentence of Section 18-402 of the Act, except as expressly provided in this Agreement, the Independent Managers shall not bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. The initial Independent Managers appointed hereby shall be as set forth in Schedule D hereto.

Independent Managers. As long as any Obligation is outstanding, the Member shall cause the Company at all times to have at least two (2) Independent Managers who will be appointed by the Member. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. To the fullest extent permitted by law, including Section 18-1101(c1101 (c) of the Act, the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii9(b). No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent 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 10preceding sentence, in exercising their its rights and performing their its duties under this Agreement, any the Independent Manager 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 any Affiliate of the Company. 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 accepted his or her appointment by a written instrument, which may be a counterpart signature page to this Agreement. In the event of death, incapacity or other termination of an Independent Manager, the Company shall appoint a successor Independent Manager within ten (10) days. At such time as all Obligations of the Company have been paid in full, any provision of Section 9(b) or otherwise herein requiring the consent of the Independent Managers shall no longer be effective. The initial Independent Managers appointed hereby shall be as set forth in Schedule D heretoare listed on the signature pages to this Agreement.

Independent Managers. As long as any Obligation is outstanding, the Member (a) The Company shall cause the Company at all times to have at least two (2) Independent Managers who will be appointed as Managers by the MemberMembers. The initial Independent Managers shall each execute and deliver an Independent Manager Agreement and a counterpart of the Manager Agreement. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on any Material Action or the matters referred to in Section 9(j)(iii)1.5. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such the successor (i) Independent Manager shall have accepted his or her appointment as by execution and delivery of an Independent Manager by a written instrumentAgreement, which may be a counterpart signature page to of the Management AgreementManager Agreement and, and (ii) if such person shall be designated as the Special Member, shall have executed a counterpart to of 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 ManagerAgreement. All right, power and authority of the an Independent Managers 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 third sentence of this Section 104.2, in exercising their such Independent Manager’s rights and performing their such Independent Manager’s duties under this Agreement, any an Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. Notwithstanding the last sentence of Section 18-402 of the Act, except as expressly provided in this Agreement, the Independent Managers shall not bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. The initial Independent Managers appointed hereby shall be as set forth in Schedule D hereto.

Independent Managers. As long as any Obligation is outstanding, the Managing Member shall cause the Company at all times to have at least two Independent Managers who will be appointed by the Managing Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, the Independent Managers shall consider only the interests of the Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 9(j)(iii4.10(c). No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement as required by Section 5(c)Section7.06. In the event of a vacancy in the position of Independent Manager, the Managing Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers 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 107.05, in exercising their rights and performing their duties under this Agreement, any the Independent Manager 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 any Affiliate of the Company. The initial Each Independent Managers appointed Manager is hereby shall be designated as set forth in Schedule D heretoa “Manager” of the Company within the meaning of Section 18-101(1) of the Act.