Common use of Independent Managers Clause in Contracts

Independent Managers. The Board of Managers of the Company will include at least two Managers who are Independent Managers. So long as any Securities are outstanding, this Section 4.3(b) will not be amended without the affirmative vote or written consent of all of the members of the Board of Managers (including the Independent Managers). When voting on matters subject to the vote of the Board of Managers, including those matters stated in Section 4.3(c), even if the Company is not then insolvent, the Independent Managers will take into account the interests of the creditors of the Company and the Trusts as well as the interests of the Company. Except as stated in Section 4.3(b) or 4.3(c), any action permitted or required to be taken by the Board of Managers may be taken by a simple majority of the members of the Board of Managers excluding the Independent Managers. The Board of Managers may delegate the day-to-day management of the Company to an individual or entity that may or may not be a Manager. The actions stated in Sections 4.3(b) and 4.3(c) will be the only actions by the Board of Managers that will require the affirmative vote or written consent of all of the members of the Board of Managers including the Independent Managers.

Independent Managers. The Board of Managers of the Company will include at least two Managers who are Independent Managers. So long as any Securities are outstanding, this Section 4.3(b) will not be amended without the affirmative vote or written consent of all of the members of the Board of Managers (including the Independent Managers). When voting on matters subject to the vote of the Board of Managers, including those matters stated in Section 4.3(c), even if the Company is not then insolvent, the Independent Managers will take into account the interests of the creditors of the Company and the Trusts Titling Company Noteholders and holders of the Securities as well as the interests of the Company. Except as stated in Section 4.3(b) or 4.3(c), any action permitted or required to be taken by the Board of Managers may be taken by a simple majority of the members of the Board of Managers excluding the Independent Managers. The Board of Managers may delegate the day-to-day management of the Company to an individual or entity that may or may not be a Manager. The actions stated in Sections 4.3(b) and 4.3(c) will be the only actions by the Board of Managers that will require the affirmative vote or written consent of all of the members of the Board of Managers including the Independent Managers.