Independent director

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1. In general, a director of a corporation who is not an officer, employee or significant stockholder of the corporation and thus can offer truly impartial advice as to the best interests of the shareholders.
2. In a structured financing, a director who is not an affiliate, officer, director or shareholder of an SPC or SPV. Such an independent director is instructed to vote for a voluntary bankruptcy filing only if it is in the best interests of the SPC or SPV and its creditors.

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