Common use of Independent Manager Clause in Contracts

Independent Manager. Not fewer than one member of the Seller’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes of this clause (c), “Parent Group” means (i) the Parent, the Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.

Independent Manager. Not fewer than one member A natural person and (ii) a Person who (A) shall not have been at the time of such Person’s appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager of the Seller’s board Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of managers its Affiliates, (2) a member, officer, director, manager, partner, shareholder or directors employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor (collectively, the “Independent ManagerParties”), (3) shall be a natural supplier to any of the Independent Parties, (4) a person who (i) has never been, and shall at no time be, an equityholder, controlling or under common control with any director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer shareholder or supplier of any member of the Parent Group Independent Parties or (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii5) is not any a member of the immediate family of a person described in any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (i) or (ii) above, and (ivB) has (x) prior experience as an independent director or manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (yC) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities securities; provided, that, notwithstanding the terms and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes provisions of this clause (c), “Parent Group” means (iii)(A)(1) the Parentimmediately above, the Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly indirect or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more beneficial ownership of membership interests of the Capital Stock in the Parent, (iii) each person that controls, is controlled by Administrator through a mutual fund or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition diversified investment vehicle with respect to which the Seller unless owner does not have discretion or control over the Independent Manager investments held by such diversified investment vehicle shall approve the taking of not preclude such action in writing before the taking of such action and (B) such provision and each other provision requiring owner from being an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at Index: For any time serve Series or Class of Notes, as a trustee defined in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective Affiliatesrelated Indenture Supplement.

Independent Manager. Not fewer than one member (a) The organizational documents of Borrower (to the Seller’s board extent Borrower is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two (2) duly appointed independent directors or managers of managers or directors such entity (the each, an “Independent Manager”) who each shall (I) not have been at the time of each such individual’s initial appointment, and shall not have been at any time during the preceding five years, and shall not be a natural person who at any time while serving as Independent Manager, (i) has never beena shareholder (or other equity owner) of, and shall at no time be, or an equityholder, director, officer, manager, memberdirector (other than in its capacity as Independent Manager), partner, officer member or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization employee of, financial assets Borrower, the applicable SPE Component Entity or any of any member their respective shareholders, partners, members, subsidiaries or members of the Parent Group)Affiliates, (ii) is not a customer of, or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizingto, or facilitating other Person who derives any of its purchases or revenues from its activities with, Borrower, the securitization ofapplicable SPE Component Entity or any of their respective shareholders, financial assets of any member partners, members, subsidiaries or members of the Parent Group)Affiliates, (iii) a Person who Controls or is not under common Control with any such shareholder, officer, director, partner, member, employee supplier, customer or other Person, (iv) a member of the immediate family of a person described in (i) any such shareholder, officer, director, partner, member, employee, supplier, customer or other Person or (iiv) abovea trustee or similar Person in any proceeding under Creditors Rights Laws involving Borrower, and the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates; (ivII) has have, at the time of their appointment, had at least three (x3) prior years experience in serving as an independent director and (III) be employed by, in good standing with and engaged by Borrower in connection with, in each case, an Approved ID Provider. Notwithstanding the foregoing, no Independent Manager shall also serve as an Independent Manager (as such term is defined in the Mortgage Loan Agreement or the Mezzanine A Loan Agreement, as applicable) for Mortgage Borrower, Mezzanine A Borrower or any SPE Component Entity (as such term is defined in the Mortgage Loan Agreement or the Mezzanine A Loan Agreement, as applicable) of Mortgage Borrower or Mezzanine A Borrower. A natural person who satisfies the foregoing definition of the “Independent Manager” other than clause (I)(ii) shall not be disqualified from serving as an Independent Manager of Borrower or an SPE Component Entity if such individual is an independent director, independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all special manager provided by an Approved ID Provider that provides professional independent directors, independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, and special managers and also provides other corporate services in the ordinary course of their respective businesses, advisory, management or placement services to issuers its business. (b) The organizational documents of securitization or structured finance instruments, agreements or securities Borrower and each SPE Component Entity shall further provide that (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes of this clause (c), “Parent Group” means (iI) the Parentboard of directors or managers of Borrower and each SPE Component Entity (if any) and the constituent equity owners of such entities (constituent equity owners, the Master Servicer, the Indemnification Guarantor and each Originator, (ii“Constituent Members”) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%shall not take any action set forth in Section 5.1(a)(xvi) or more any other action which, under the terms of any organizational documents of Borrower or any SPE Component Entity, requires the vote of the Capital Stock Independent Managers unless, in each case, at the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each time of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person action there shall be deemed at least two Independent Managers engaged as provided by the terms hereof and such Independent Managers vote in favor of or otherwise consent to be an “associate” of such action; (AII) a corporation any resignation, removal or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more replacement of any class of equity securities, Independent Manager shall not be effective without (B1) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give prior written notice to Lender and the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, Rating Agencies (which such prior written notice shall must be given not later than ten on the earlier of five (105) days or three (3) Business Days prior to the date such appointment applicable resignation, removal or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Dayreplacement) and (B2) with any such written notice, certify to the Administrative Agent evidence that the replacement Independent Manager satisfies the criteria applicable terms and conditions hereof and of the applicable organizational documents (which such evidence must accompany the aforementioned notice); (III) to the fullest extent permitted by applicable law, including Section 18-1101(c) of the Act and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Constituent Members and Borrower and each SPE Component Entity (including Borrower’s and each SPE Component Entity’s respective creditors) in acting or otherwise voting on the matters provided for herein and in Borrower’s and each SPE Component Entity’s organizational documents (which such fiduciary duties to the Constituent Members and Borrower and each SPE Component Entity (including Borrower’s and each SPE Component Entity’s respective creditors), in each case, shall be deemed to apply solely to the extent of their respective economic interests in Borrower or the applicable SPE Component Entity (as applicable) exclusive of (x) all other interests (including, without limitation, all other interests of the Constituent Members), (y) the interests of other Affiliates of the Constituent Members, Borrower and each SPE Component Entity and (z) the interests of any group of Affiliates of which the Constituent Members, Borrower or any SPE Component Entity is a part)); (IV) other than as provided in subsection (III) above, the Independent Managers shall not have any fiduciary duties to any Constituent Members, any directors of Borrower or any SPE Component Entity or any other Person; (V) the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing under applicable law; (VI) to the fullest extent permitted by applicable law, including Section 18-1101(e) of the Act, an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approvebe liable to Borrower, any SPE Component Entity, any Constituent Member or take any other action to cause the filing ofPerson for breach of contract or breach of duties (including fiduciary duties), a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action acted in writing before the taking of such action bad faith or engaged in willful misconduct; and (BVII) such provision except as provided in the foregoing subsections (III) through (VI), the Independent Managers shall, in exercising their rights and each other provision requiring an Independent Manager cannot be amended without performing their duties under the prior written consent applicable organizational documents, 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 Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any State of their respective AffiliatesDelaware.

Independent Manager. Not fewer than one member of the Seller’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes of this clause (c), “Parent Group” means (i) the Parent, the Master Servicer, the Indemnification Performance Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one ten (110) Business DayDays after the happening of such event) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Performance Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.

Independent Manager. Not fewer than one member A natural person and (ii) a Person who (A) shall not have been at the time of such Person's appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager of the Seller’s board Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of managers its Affiliates, (2) a member, officer, director, manager, partner, shareholder or directors employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent ManagerParties”), (3) shall be a natural supplier to any of the Independent Parties, (4) a person who (i) has never been, and shall at no time be, an equityholder, controlling or under common control with any director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer shareholder or supplier of any member of the Parent Group Independent Parties or (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii5) is not any a member of the immediate family of a person described in any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (i) or (ii) above, and (ivB) has (x) prior experience as an independent director or manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (yC) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities securities; provided, that, notwithstanding the terms and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes provisions of this clause (c), “Parent Group” means (iii)(A)(1) the Parentimmediately above, the Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly indirect or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more beneficial ownership of membership interests of the Capital Stock in the Parent, (iii) each person that controls, is controlled by Administrator through a mutual fund or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition diversified investment vehicle with respect to which the Seller unless owner does not have discretion or control over the Independent Manager investments held by such diversified investment vehicle shall approve the taking of not preclude such action in writing before the taking of such action and (B) such provision and each other provision requiring owner from being an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at Index: For any time serve Series or Class of Notes, as a trustee defined in bankruptcy for the Sellerrelated Indenture Supplement, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective Affiliatesif applicable.

Independent Manager. Not fewer than one member (a) The organizational documents of Borrower (to the Seller’s board extent Borrower is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two (2) duly appointed independent directors or managers of managers or directors such entity (the each, an “Independent Manager”) who each shall (I) not have been at the time of each such individual’s initial appointment, and shall not have been at any time during the preceding five years, and shall not be a natural person who at any time while serving as Independent Manager, (i) has never beena shareholder (or other equity owner) of, and shall at no time be, or an equityholder, director, officer, manager, memberdirector (other than in its capacity as Independent Manager), partner, officer member or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization employee of, financial assets Borrower, the applicable SPE Component Entity or any of any member their respective shareholders, partners, members, subsidiaries or members of the Parent Group)Affiliates, (ii) is not a customer of, or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizingto, or facilitating other Person who derives any of its purchases or revenues from its activities with, Borrower, the securitization ofapplicable SPE Component Entity or any of their respective shareholders, financial assets of any member partners, members, subsidiaries or members of the Parent Group)Affiliates, (iii) a Person who Controls or is not under common Control with any such shareholder, officer, director, partner, member, employee supplier, customer or other Person, (iv) a member of the immediate family of a person described in (i) any such shareholder, officer, director, partner, member, employee, supplier, customer or other Person or (iiv) abovea trustee or similar Person in any proceeding under Creditors Rights Laws involving Borrower, and the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates; (ivII) has have, at the time of their appointment, had at least three (x3) prior years experience in serving as an independent director and (III) be employed by, in good standing with and engaged by Borrower in connection with, in each case, an Approved ID Provider. Notwithstanding the foregoing, no Independent Manager shall also serve as an Independent Manager (as such term is defined in the Mortgage Loan Agreement or the Mezzanine B Loan Agreement, as applicable) for Mortgage Borrower, Mezzanine B Borrower or any SPE Component Entity (as such term is defined in the Mortgage Loan Agreement or the Mezzanine B Loan Agreement, as applicable) of Mortgage Borrower or Mezzanine B Borrower. A natural person who satisfies the foregoing definition of the “Independent Manager” other than clause (I)(ii) shall not be disqualified from serving as an Independent Manager of Borrower or an SPE Component Entity if such individual is an independent director, independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all special manager provided by an Approved ID Provider that provides professional independent directors, independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, and special managers and also provides other corporate services in the ordinary course of their respective businesses, advisory, management or placement services to issuers its business. (b) The organizational documents of securitization or structured finance instruments, agreements or securities Borrower and each SPE Component Entity shall further provide that (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes of this clause (c), “Parent Group” means (iI) the Parentboard of directors or managers of Borrower and each SPE Component Entity (if any) and the constituent equity owners of such entities (constituent equity owners, the Master Servicer, the Indemnification Guarantor and each Originator, (ii“Constituent Members”) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%shall not take any action set forth in Section 5.1(a)(xvi) or more any other action which, under the terms of any organizational documents of Borrower or any SPE Component Entity, requires the vote of the Capital Stock Independent Managers unless, in each case, at the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each time of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person action there shall be deemed at least two Independent Managers engaged as provided by the terms hereof and such Independent Managers vote in favor of or otherwise consent to be an “associate” of such action; (AII) a corporation any resignation, removal or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more replacement of any class of equity securities, Independent Manager shall not be effective without (B1) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give prior written notice to Lender and the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, Rating Agencies (which such prior written notice shall must be given not later than ten on the earlier of five (105) days or three (3) Business Days prior to the date such appointment applicable resignation, removal or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Dayreplacement) and (B2) with any such written notice, certify to the Administrative Agent evidence that the replacement Independent Manager satisfies the criteria applicable terms and conditions hereof and of the applicable organizational documents (which such evidence must accompany the aforementioned notice); (III) to the fullest extent permitted by applicable law, including Section 18-1101(c) of the Act and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Constituent Members and Borrower and each SPE Component Entity (including Borrower’s and each SPE Component Entity’s respective creditors) in acting or otherwise voting on the matters provided for herein and in Borrower’s and each SPE Component Entity’s organizational documents (which such fiduciary duties to the Constituent Members and Borrower and each SPE Component Entity (including Borrower’s and each SPE Component Entity’s respective creditors), in each case, shall be deemed to apply solely to the extent of their respective economic interests in Borrower or the applicable SPE Component Entity (as applicable) exclusive of (x) all other interests (including, without limitation, all other interests of the Constituent Members), (y) the interests of other Affiliates of the Constituent Members, Borrower and each SPE Component Entity and (z) the interests of any group of Affiliates of which the Constituent Members, Borrower or any SPE Component Entity is a part)); (IV) other than as provided in subsection (III) above, the Independent Managers shall not have any fiduciary duties to any Constituent Members, any directors of Borrower or any SPE Component Entity or any other Person; (V) the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing under applicable law; (VI) to the fullest extent permitted by applicable law, including Section 18-1101(e) of the Act, an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approvebe liable to Borrower, any SPE Component Entity, any Constituent Member or take any other action to cause the filing ofPerson for breach of contract or breach of duties (including fiduciary duties), a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action acted in writing before the taking of such action bad faith or engaged in willful misconduct; and (BVII) such provision except as provided in the foregoing subsections (III) through (VI), the Independent Managers shall, in exercising their rights and each other provision requiring an Independent Manager cannot be amended without performing their duties under the prior written consent applicable organizational documents, 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 Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any State of their respective AffiliatesDelaware.

Independent Manager. Not fewer than one member A natural person and (ii) a Person who (A) shall not have been at the time of such Person’s appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager of the Seller’s board Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of managers its Affiliates, (2) a member, officer, director, manager, partner, shareholder or directors employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent ManagerParties”), (3) shall be a natural supplier to any of the Independent Parties, (4) a person who (i) has never been, and shall at no time be, an equityholder, controlling or under common control with any director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer shareholder or supplier of any member of the Parent Group Independent Parties or (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii5) is not any a member of the immediate family of a person described in any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (i) or (ii) above, and (ivB) has (x) prior experience as an independent director or manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (yC) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities securities; provided, that, notwithstanding the terms and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes provisions of this clause (c), “Parent Group” means (iii)(A)(1) the Parentimmediately above, the Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly indirect or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more beneficial ownership of membership interests of the Capital Stock in the Parent, (iii) each person that controls, is controlled by Administrator through a mutual fund or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition diversified investment vehicle with respect to which the Seller unless owner does not have discretion or control over the Independent Manager investments held by such diversified investment vehicle shall approve the taking of not preclude such action in writing before the taking of such action and (B) such provision and each other provision requiring owner from being an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at Index: For any time serve Series or Class of Notes, as a trustee defined in bankruptcy for the Sellerrelated Indenture Supplement, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective Affiliatesif applicable.

Independent Manager. Not fewer than one member A natural person and (ii) a Person who (A) shall not have been at the time of such Person’s appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager of the Seller’s board Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of managers its Affiliates, (2) a member, officer, director, manager, partner, shareholder or directors employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent ManagerParties”), (3) shall be a natural supplier to any of the Independent Parties, (4) a person who (i) has never been, and shall at no time be, an equityholder, controlling or under common control with any director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer shareholder or supplier of any member of the Parent Group Independent Parties or (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii5) is not any a member of the immediate family of a person described in any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (i) or (ii) above, and (ivB) has (x) prior experience as an independent director or manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (yC) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities securities; provided, that, notwithstanding the terms and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes provisions of this clause (c), “Parent Group” means (iii)(A)(1) the Parentimmediately above, the Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly indirect or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more beneficial ownership of membership interests of the Capital Stock Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager. Index: For any Series or Class of Notes, as defined in the Parentrelated Indenture Supplement, (iii) each person that controls, is controlled by or is under common control with if applicable. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 7 hereto. Initial Collection Account: An Eligible Account in the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, name of the power to direct or cause the direction of the management and policies of a person or entityIndenture Trustee, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves no other amounts other than as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c)Section 4.2(a) may be deposited, in which case the Seller amounts shall provide written notice of such election or appointment be transferred within one (1) Business Day) and (B) with any such written notice, certify Day of deposit to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action Collection and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective AffiliatesFunding Account.

Independent Manager. Not fewer than one member A natural person and (ii) a Person who (A) shall not have been at the time of such Person’s appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager of the Seller’s board Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of managers its Affiliates, (2) a member, officer, director, manager, partner, shareholder or directors employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent ManagerParties”), (3) shall be a natural supplier to any of the Independent Parties, (4) a person who (i) has never been, and shall at no time be, an equityholder, controlling or under common control with any director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer shareholder or supplier of any member of the Parent Group Independent Parties or (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii5) is not any a member of the immediate family of a person described in any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (i) or (ii) above, and (ivB) has (x) prior experience as an independent director or manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (yC) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities securities; provided, that, notwithstanding the terms and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes provisions of this clause (c), “Parent Group” means (iii)(A)(1) the Parentimmediately above, the Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly indirect or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more beneficial ownership of membership interests of the Capital Stock Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 hereto. Initial Collection Account: An Eligible Account in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, name of the power to direct or cause the direction of the management and policies of a person or entityIndenture Trustee, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves no other amounts other than as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c)Section 4.2(a) may be deposited, in which case the Seller amounts shall provide written notice of such election or appointment be transferred within one (1) Business Day) and (B) with any such written notice, certify Day of deposit to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action Collection and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective AffiliatesFunding Account.

Independent Manager. Not fewer than one member of the Seller’s board of managers or directors Borrower (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer officer, employee or employeeassociate, or any relative of the foregoing, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller Borrower or an independent manager or director of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller Borrower or an independent manager or director of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent manager or director for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers or directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLCsecurities. For purposes of this clause (c), “Parent Group” means shall mean (i) the Parent, the Master Servicer, the Indemnification Performance Guarantor and each Originator, (ii) each person Person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock membership interests in the Parent, (iii) each person Person that controls, is controlled by or is under common control with the Parent and (iv) each of such personPerson’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entityPerson, whether through the ownership of voting securities, by contract or otherwise. A person Person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller Borrower shall (A) give written notice to the Administrative Agent Administrator of the election or appointment, or proposed election or appointment, of a new Independent Manager of the SellerBorrower, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller Borrower shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent Administrator that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The SellerBorrower’s Limited Liability Company Agreement shall provide that: (A) the SellerBorrower’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller Borrower unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the SellerBorrower, the Parent, the Indemnification Performance Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.

Independent Manager. Not fewer than one member of the Seller’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer officer, employee or employeeassociate, or any relative of the foregoing, of any member of the Parent StarTek Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager or independent director of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent StarTek Group), (ii) is not a customer or supplier of any member of the Parent StarTek Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent StarTek Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company ▇▇▇▇▇▇▇ & Associates, or Citadel SPV (USA) LLC. For purposes of this clause (c), “Parent Group” means (i) the Parent, the Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or business organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent Purchaser of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent Purchaser that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the ParentStarTek, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.

Independent Manager. Not fewer than one member of the SellerBorrower’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer officer, employee or employeeassociate, or any relative of the foregoing, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller Borrower or an independent manager director of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller Borrower or an independent director or manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent director or manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLCsecurities. For purposes of this clause (c), “Parent Group” means shall mean (i) the Parent, the Master Servicer, the Indemnification Guarantor Performance Guarantor, the Transferor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock membership interests in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller Borrower shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the SellerBorrower, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller Borrower shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The SellerBorrower’s Limited Liability Company Agreement shall provide that: (A) the SellerBorrower’s board of managers directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller Borrower unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the SellerBorrower, the Parent, the Indemnification Performance Guarantor, the Transferor, any Originator, the Master Servicer or any of their respective Affiliates.

Independent Manager. Not fewer than Without limiting anything in the Borrower LLC Agreement, the Borrower shall at all times, except while an Unexpected Replacement is being obtained as provided herein and in the Borrower LLC Agreement, maintain at least one member independent manager who (A) for the five year period prior to his or her appointment as independent manager has not been, and during the continuation of the Seller’s board of managers his or directors (the “Independent Manager”) shall be a natural person who her service as independent manager is not: (i) has never beena stockholder (or other interest holder, and shall at no time be, an equityholderincluding membership interests), director, officer, manager, membertrustee, employee, partner, officer member, attorney or employee, of any member counsel of the Parent Group Borrower, the Collateral Servicer or any of their Affiliates; (ii) a creditor, customer or supplier (other than as hereinafter defineda supplier of registered agent or registered office services) of Borrower or any of its Affiliates (other than his or her service services as an Independent Manager of the Seller or an independent manager or special member of any Borrower or other bankruptcy-remote special purpose entity formed for the sole purpose of securitizingAffiiliates that are structured to be “bankruptcy remote”), or facilitating other Person who derives any of its purchases or revenues from its activities with, the securitization ofBorrower, financial assets the Collateral Servicer or any of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), their Affiliates; (iii) is not a Person controlling or under common control with any member of the immediate family of a person described in Person excluded from serving as independent manager under clause (i) or (ii) above, and ; or (iv) has a member of the immediate family by blood or marriage of any Person excluded from serving as independent manager under clause (xi), (ii) prior experience or (iii) above; and (B) is a Professional Independent Manager (as defined below). The criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. A natural person who satisfies the Independent Manager Criteria other than clause (i) above solely by reason of being the independent director or independent manager of a Special Purpose Entity affiliated with the Borrower shall not be disqualified from serving as an independent manager for of the Borrower if such individual is a corporation or limited liability company whose organizational or charter documents required Professional Independent Manager. A natural person who satisfies the unanimous consent Independent Manager Criteria other than clause (ii) above shall not be disqualified from serving as an independent manager of all independent managers thereof before the Borrower if such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file individual is a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLCProfessional Independent Manager. For purposes of this clause (c), “Parent Group” means (i) the Parent, the Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.Section 5.02(u):

Independent Manager. Not fewer than one member of the Seller’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer officer, employee or employeeassociate, or any relative of the foregoing, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent director or manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent director or manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent director or manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers directors or managers, as applicable, thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLCsecurities. For purposes of this clause (c), “Parent Group” means (i) the Parent, the Master Servicer, the Indemnification Guarantor and each OriginatorSeller-Related Party, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock membership interests in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement limited liability company agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the any Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer -Related Party or any of their respective Affiliates.

Independent Manager. Not fewer than one member of the SellerBorrower’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer officer, employee or employeeassociate, or any relative of the foregoing, of any member of the Parent Zebra Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller Borrower or an independent director or manager of any other bankruptcy-remote bankruptcy‑remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Zebra Group), (ii) is not a customer or supplier of any member of the Parent Zebra Group (other than his or her service as an Independent Manager of the Seller Borrower or an independent director or manager of any other bankruptcy-remote bankruptcy‑remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Zebra Group), (iii) is not any member of the immediate family of a person described in clauses (i) or (ii) above, and (iv) has (x) prior experience as an independent director or manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLCsecurities. For purposes of this clause (c), “Parent Zebra Group” means shall mean (i) the Parent, the Master Servicer, the Indemnification Performance Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock ownership in the ParentZebra, (iii) each person that controls, is controlled by or is under common control with the Parent Zebra and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller Borrower shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the SellerBorrower, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller Borrower shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The SellerBorrower’s Limited Liability Company Operating Agreement shall provide that: (A) the SellerBorrower’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller Borrower unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the SellerBorrower, the Parent, the Indemnification Performance Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.

Independent Manager. Not fewer than The Seller shall at all times have at least one member of the Seller’s board of managers or directors independent manager (the “Independent Manager”) who shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent director, independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) member with at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) who is employed provided by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes , Corporation Service Company, Corporate Creations Network Inc., CT Corporation, Lord Securities Corporation, National Registered Agents, Inc., ▇▇▇▇▇▇▇ Management Company, Wilmington Trust, National Association, Wilmington Trust SP Services, Inc., or, if none of this clause (c)those companies is then providing professional independent managers, “Parent Group” means another nationally-recognized company, in each case that is not an Affiliate of the any Seller-Related Party and that provides professional independent managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an independent manager and is not, and has never been, and will not while serving as independent manager be, any of the following (i) a member (other than as a “special member”), partner, equityholder, manager (other than as an Independent Manager), director, officer or employee of any Seller-Related Party of their respective equityholders or Affiliates (other than as an independent manager or special member of the ParentCompany, any other securitization entity or any other Affiliate of the Master ServicerSeller that is not in the direct chain of ownership of the Company and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such independent manager is employed by a company that routinely provides professional independent managers in the Indemnification Guarantor and each Originatorordinary course of its business), (ii) each person that directly a creditor, supplier or indirectly, owns or controls, whether beneficiallyservice provider (including provider of professional services) to the Seller, or as any of its equityholders or Affiliates (other than a trustee, guardian nationally-recognized company that routinely provides professional independent managers and other corporate services to the Company or other fiduciary, five percent (5%) any of its equityholders or more of the Capital Stock Affiliates in the Parentordinary course of its business), (iii) each person that controlsa family member of any such member, is controlled by partner, equityholder, manager, director, officer, employee, creditor, supplier or is under common control with the Parent and service provider or (iv) each of such person’s officersa Person that controls (whether directly, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract indirectly or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person Person described in clause (Ai), (ii) or (Biii) above; provided that the fees that such individual earns from serving as independent manager of this sentence, or any relative Affiliate of the Seller in any given year constitute in the aggregate less than 5.00% of such spouseindividual’s annual income for that year. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.appointment

Independent Manager. Not fewer than one member A natural person and (ii) a Person who (A) shall not have been at the time of such Person’s appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager of the Seller’s board Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of managers its Affiliates, (2) a member, officer, director, manager, partner, shareholder or directors employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent ManagerParties”), (3) shall be a natural supplier to any of the Independent Parties, (4) a person who (i) has never been, and shall at no time be, an equityholder, controlling or under common control with any director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer shareholder or supplier of any member of the Parent Group Independent Parties or (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii5) is not any a member of the immediate family of a person described in any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (i) or (ii) above, and (ivB) has (x) prior experience as an independent director or manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (yC) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities securities; provided, that, notwithstanding the terms and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes provisions of this clause (c), “Parent Group” means (iii)(A)(1) the Parentimmediately above, the Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly indirect or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more beneficial ownership of membership interests of the Capital Stock in the Parent, (iii) each person that controls, is controlled by Administrator through a mutual fund or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition diversified investment vehicle with respect to which the Seller unless owner does not have discretion or control over the Independent Manager investments held by such diversified investment vehicle shall approve the taking of not preclude such action in writing before the taking of such action and (B) such provision and each other provision requiring owner from being an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at Index: For any time serve Series or Class of Notes, as a trustee defined in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective Affiliatesrelated Indenture Supplement.

Independent Manager. Not fewer than one member of the SellerBorrower’s and the Intermediate SPE’s respective board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer officer, employee or employeeassociate, or any relative of the foregoing, of any member of the Parent Group (as hereinafter defined) (other than (a) his or her service as an Independent Manager of the Seller Borrower or the Intermediate SPE (b) or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than (a) his or her service as an Independent Manager of the Seller Borrower or the Intermediate SPE or (b) an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent manager Independent Manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLCsecurities. For purposes of this clause (c), “Parent Group” means (i) the Parent, the Master Servicer, the Indemnification Guarantor and each OriginatorBorrower-Related Party, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock membership interests in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller Borrower and the Intermediate SPE shall (A) give written notice to the Administrative Agent Class A Lender Representative and the Class B Lender Representative of the election or appointment, or proposed election or appointment, of a new Independent Manager of the SellerBorrower or the Intermediate SPE, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller Borrower or the Intermediate SPE shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent Agent, Class A Lender Representative and the Class B Lender Representative that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The SellerBorrower’s Limited Liability Company Agreement and the Intermediate SPE’s respective limited liability company agreement shall provide that: (A) the SellerBorrower’s board of managers and the Intermediate SPE’s members shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller Borrower or the Intermediate SPE unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer Borrower-Related Party or any of their respective Affiliates.

Independent Manager. Not fewer than one member (a) The Company shall have at all times two individuals each of which is, with respect to the Seller’s board of managers or directors (the “Independent Manager”) shall be a natural person Company, an individual who is not and never was (i) has never beena stockholder, and shall at no time bemember, an equityholderpartner, director, officer, manager, member, partner, officer or employee, of any member affiliate, associate, creditor or independent contractor of the Parent ARAC Group (as hereinafter defined) (other than his or her service as an Independent Manager any of the Seller their respective affiliates or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, associates or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer any person owning directly or supplier beneficially more than 5% of any member outstanding shares of common stock of the Parent ARAC Group (other than his or her service as an Independent Manager any of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizingtheir respective affiliates, or facilitating the securitization ofa stockholder, financial assets director, officer, employee, affiliate, associate, creditor or independent contractor of such beneficial owner or any member of such beneficial owner's affiliates or members of the Parent Group)associates, or (iii) is not any a member of the immediate family of a any person described in above (each such Person, an "Independent Manager"). If any Independent Manager resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the unanimous affirmative vote of the Managers shall be taken until a successor Independent Manager is elected and qualified and approves such action. Any successor Independent Manager shall execute a counterpart to this Agreement. (b) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company, and the Member, the Managers or any other Person or entity on behalf of the Company, shall not without the prior unanimous consent of the Managers, including each of the Independent Managers, do any of the following: (i) engage in any business or activity other than those set forth in Section 2 hereof; (ii) aboveincur any indebtedness or assume or guaranty any indebtedness of any other entity other than pursuant to the Transaction Documents; (iii) create, and incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future the creation, incurrence or existence of any lien of any kind on the assets of the Company other than Permitted Liens (as defined below); (iv) has to the fullest extent permitted by law, dissolve or liquidate, in whole or in part; (xv) prior experience consolidate or merge with or into any other entity or convey, sell or transfer substantially all of its properties and assets substantially as an independent manager for a corporation entirety to any entity; (vi) institute proceedings to be adjudicated bankrupt or limited liability company whose organizational insolvent, or charter documents required the unanimous consent of all independent managers thereof before such corporation or limited liability company could consent to the institution of a bankruptcy or insolvency proceedings proceeding or case against it it, or could file a petition seeking seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (yor other similar official) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due; or (USAvii) LLCamend this Agreement or take action in furtherance of any such action. For purposes of this clause (c)With regard to any action contemplated by the preceding sentence, “Parent Group” means (i) to the Parentfullest extent permitted by law, the Master Servicer, Independent Managers will owe their primary fiduciary duty to the Indemnification Guarantor and each Originator, Company (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more including the creditors of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partnersCompany). For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person The Members shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice have consented to the Administrative Agent foregoing by virtue of the election Members' purchase of their interests in the Company, including, without limitation, rights to distributions (liquidating or appointmentotherwise), allocations, information, and to vote, consent or proposed election or appointmentapprove, of a new Independent Manager of the Sellerif any, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager as set forth in this clause Agreement (cthe "Membership Interests"), in which case the Seller shall provide written notice of such election no further act or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent deed of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective AffiliatesMembers being required to evidence such consent.

Independent Manager. Not fewer than one member of the Seller’s board of managers or directors (the “Independent Manager”) shall be a natural person who (iA) for the five year period prior to his or her appointment as an Independent Manager, has never not been, and shall at no time be, during the continuation of his or her service as an Independent Manager is not (i) an equityholder, director, officer, manager, member, partner, officer officer, employee or employeeassociate, or any relative of the foregoing, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (ivB) has (x) prior experience as an independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLCsecurities. For purposes of this clause (c), “Parent Group” means shall mean (i) the Parent, the Master Servicer, the Indemnification Performance Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Performance Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.

Independent Manager. Not fewer than As stated herein, the Company’s Board of Managers shall include one member of Independent Manager reasonably satisfactory to Lender. The Company’s initial Independent Manager is the Seller’s board of managers or directors (the person set forth and designated on Exhibit “C” attached hereto. An “Independent Manager”” (including the Independent Manager set forth on Exhibit “C” attached hereto) shall be mean a manager of the Company who is a natural person who (i) has never beenis not at the time of initial appointment, and shall or at no any time be, an equityholder, director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service while serving as an Independent Manager of the Seller or an independent Company, and has not been at any time during the preceding five (5) years: (i) a stockholder, manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller Company), officer, employee, partner, member, director, attorney or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members counsel of the Parent Group)Company, the Member, any Affiliate of either of them or any direct or indirect parent of either of the Company, (ii) a creditor, customer, supplier or other Person who derives any of its purchases or revenues from its activities with the Company, the Member or any Affiliate of either of them, (iii) is not a Person controlling or under common Control with any such stockholder, partner, customer, supplier or other Person, or (iv) a member of the immediate family of a person described in (i) any such stockholder, director, officer, employee, partner, customer, supplier or (ii) aboveother Person; provided, and (iv) has (x) prior experience that an individual who otherwise satisfies the foregoing shall not be disqualified from serving as an Independent Manager of the Company if such individual is at the time of initial appointment, or at any time while serving as an Independent Manager of the Company, an independent director, member or manager for of a corporation “special purpose entity” affiliated with the Company if such individual is an independent director or limited liability manager provided by a nationally-recognized company whose organizational or charter documents required the unanimous consent of all that provides professional independent directors and managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file (a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y“Professional Independent Manager”) at least three years of employment experience with one or more entities that provide, and other corporate services in the ordinary course of their respective businessesits business. Notwithstanding the immediately preceding sentence, advisory, management an Independent Manager may not simultaneously serve as Independent Manager of the Company and independent manager of a special purpose entity that owns a direct or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust indirect equity interest in the Company or Citadel SPV (USA) LLCa direct or indirect interest in any co-borrower with the Company. For purposes of this clause (c)paragraph, a “Parent Groupspecial purpose entity” means (i) is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to the Parent, the Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes Special Purpose Provisions of this definition, “control” Agreement. No resignation or removal of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have accepted his or the failure of such Independent Manager to satisfy the criteria for her appointment as an Independent Manager set forth by a written instrument, which may be a counterpart signature page to this Agreement. In the event of a vacancy in this clause (c)the position of Independent Manager, in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written noticeMember shall, certify to the Administrative Agent that the as soon as practicable, appoint a successor Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c)Manager. The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the No Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for any Affiliate of the SellerCompany. When the term “Independent Manager” or “Independent Director” is used with respect to the director or manager of an entity other than the Company (whether such term is capitalized or not), the Parentdefinition of such term shall be the same as the foregoing, except that the Indemnification Guarantorname of such other entity shall be substituted for “the Company” throughout the foregoing definition. The Independent Manager is an intended beneficiary of this Agreement, any Originatorand the Member confirms that this Agreement is a legal, valid and binding agreement of the Master Servicer or any of their respective AffiliatesMember, enforceable against the Member by the Independent Manager.

Independent Manager. Not fewer than one member of the Seller’s board of managers or directors Borrower (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer officer, employee or employeeassociate, or any relative of the foregoing, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller Borrower or an independent manager or director of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller Borrower or an independent manager or director of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent manager or director for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers or directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLCsecurities. For purposes of this clause (c), “Parent Group” means shall mean (i) the Parent, the Master Servicer, the Indemnification Performance Guarantor and each Originator, (ii) each person Person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock membership interests in the Parent, (iii) each person Person that controls, is controlled by or is under common control with the Parent and (iv) each of such personPerson’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entityPerson, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.749336112 22708133

Independent Manager. Not fewer than one member of the Seller’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholderequity holder, director, officer, manager, member, partner, officer officer, employee or employeeassociate, or any relative of the foregoing, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or 127256974\V-8 (ii) above, and (iv) has (x) prior experience as an independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers manager thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (y) at least three two (2) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLCsecurities. For purposes of this clause (c)I, “Parent Group” means (i) the Parent, the Master Servicer, the Indemnification Guarantor and each OriginatorSeller-Related Party, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) % or more of the Capital Stock membership interests in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) % or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative parent, child sibling, or spouse of a person described in clause (A) or (B) of this sentence, or any relative parent, child or sibling of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one two (12) Business DayDays) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement limited liability company agreement shall provide that: (A) the Seller’s board of managers directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the any Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer -Related Party or any of their respective Affiliates.

Independent Manager. Not fewer Each SPV Entity (other than the Canadian Guarantor) shall at all times have at least one member of the Seller’s board of managers or directors independent manager (the “Independent Manager”) who shall be (i) with respect to the Seller, a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent director, independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) member with at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) who is employed provided by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes , Corporation Service Company, Corporate Creations Network Inc., CT Corporation, Lord Securities Corporation, National Registered Agents, Inc., ▇▇▇▇▇▇▇ Management Company, Wilmington Trust, National Association, Wilmington Trust SP Services, Inc., or, if none of this clause those companies is then providing professional independent managers, another nationally-recognized company and (c)ii) in the case of the Canadian Guarantor, a natural person appointed as an independent director (the “Parent Group” means Independent Director”) in accordance with and as defined in the articles of the Canadian Guarantor; in each case that is not an Affiliate of any SPV Entity-Related Party and that provides professional independent managers or independent directors and other corporate services in the ordinary course of its business, and which individual is duly appointed as an independent manager or independent director, as applicable, and is not, and has never been, and will not while serving as independent manager or independent director be, any of the following (i) a member (other than as a “special member”), partner, equityholder, manager (other than as an Independent Manager), director, officer or employee of any SPV Entity-Related Party of their respective equityholders or Affiliates (other than as an independent manager or special member of the Parentsuch SPV Entity, any other securitization entity or any other Affiliate of the Master Servicersuch SPV Entity that is not in the direct chain of ownership of such SPV Entity and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such independent manager is employed by a company that routinely provides professional independent managers in the Indemnification Guarantor and each Originatorordinary course of its business), (ii) each person that directly a creditor, supplier or indirectly, owns or controls, whether beneficiallyservice provider (including provider of professional services) to such SPV Entity, or as any of its equityholders or Affiliates (other than a trustee, guardian nationally-recognized company that routinely provides professional independent managers and other corporate services to such SPV Entity or other fiduciary, five percent (5%) any of its equityholders or more of the Capital Stock Affiliates in the Parentordinary course of its business), (iii) each person that controlsa family member of any such member, is controlled by partner, equityholder, manager, director, officer, employee, creditor, supplier or is under common control with the Parent and service provider or (iv) each of such person’s officersa Person that controls (whether directly, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract indirectly or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person Person described in clause (Ai), (ii) or (Biii) above; provided that the fees that such individual earns from serving as independent manager of this sentence, or any relative Affiliate of such spouseSPV Entity in any given year constitute in the aggregate less than 5.00% of such individual’s annual income for that year. The Seller and the Canadian Guarantor shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the SellerSeller or Independent Director of the Canadian Guarantor, as applicable, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent ManagerManager or Independent Director, or the failure of such Independent Manager or Independent Director to satisfy the criteria for an Independent Manager or Independent Director set forth in this clause (c), in which case the Seller or the Canadian Guarantor, as applicable, shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager or Independent Director satisfies the criteria for an Independent Manager or Independent Director set forth in this clause (c). The Seller’s Limited Liability Company Agreement limited liability company agreement shall provide that: (A) the Seller’s board of managers member shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Canadian Guarantor’s articles shall include provisions to the effect that: (A) the Canadian Guarantor’s board of directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Canadian Guarantor unless the Independent Director shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Director cannot be amended without the prior written consent of the Independent Director. The Seller’s or the Canadian Guarantor’s Independent Manager or Independent Director, as applicable, shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer SPV Entity-Related Party or any of their respective Affiliates.

Independent Manager. Not fewer than one member of the Seller’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes of this clause (c), “Parent Group” means (i) the Parent, the Master Servicer, the Indemnification Performance Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Performance Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.

Independent Manager. Not fewer than (a) The Company shall not fail at any time to have at least one member of the Seller’s board of managers or directors (the “Independent Manager”) independent manager which shall be a natural person Person who (i) has never beenis provided by one of the following nationally-recognized companies that provides professional independent managers, directors and/or trustees: Corporation Service Company, CT Corporation, National Registered Agents, Inc., Independent Director Services, Inc. and CICS, LLC (each a “Corporate Services Provider”) (provided that the Company and the Administrative Agent may add or replace, by mutual agreement, any one or more of the foregoing Corporate Services Providers with other nationally-recognized companies that have been used by other borrowers for similar financings), and shall (ii) is not at no any time bewhile serving as a manager of the Company, and has not been at any time during the preceding five years either (A) a shareholder (or other equity owner) of, or an equityholderofficer, director, partner, manager, member (other than as a special member in the case of single member Delaware limited liability companies), employee, attorney or counsel of, the Company or any of its Affiliates (other than such Person’s service as an independent manager of the Company or as an independent manager or independent director of any other special purpose subsidiary of Bluestem that is required by its governing document to maintain an independent manager or independent director under terms and conditions substantially as set forth in this Section 6.15); (B) a customer or creditor of, or supplier to, the Company or any of its Affiliates who derives any of its purchases or revenue from its activities with the Company or any Affiliate thereof (other than a de minimis amount); (C) a person who controls or is under common control with any such officer, director, partner, manager, member, partner, officer or employee, of any member of the Parent Group supplier, creditor or customer; or (as hereinafter definedD) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of any such officer, director, partner, manager, member, employee, supplier, creditor or customer; provided, that upon the death or incapacity of such independent manager, the Company will have a person described period of 10 Business Days following such event to appoint a replacement independent manager. (b) The Company shall give the Administrative Agent at least two days’ notice of any new or replacement independent manager of the Company. (c) The Company shall include provisions in its organizational documents that provide that any voluntary bankruptcy or insolvency event by the Company must be approved by the independent manager and, solely in connection therewith, the duties of the independent manager shall, to the fullest extent permitted by applicable law, and notwithstanding any duty otherwise existing at law or in equity, require such independent manager to consider only the interests of the Company, including its creditors, who shall each be a third-party beneficiary to such provision. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Company’s member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) or (ii) above, and (iv) has (x) prior experience as an independent manager for a corporation or limited liability company whose organizational or charter documents required all other interests of the unanimous consent of all independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes of this clause (c), “Parent Group” means (i) the Parent, the Master Servicer, the Indemnification Guarantor and each Originator’s member, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or the interests of other fiduciary, five percent (5%) or more Affiliates of the Capital Stock in the ParentCompany, and (iii) each person that controlsthe interests of any group of Affiliates of which the Company is a part), is controlled the independent manager shall not have any fiduciary duties to the Company’s member or any other Person bound by or is under common control with this Agreement; provided, however, the Parent foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. (ivd) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes The requirements of this definition, “control” of a person means Section 6.15 shall be included in the possession, directly or indirectly, organizational documents of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective AffiliatesCompany.

Independent Manager. Not fewer than one member of the Sellereach Borrower’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) during the five (5) year period prior to such Person’s appointment as Independent Manager of such Borrower has never been, not been and shall at no time during the continuation of such Person’s service as Independent Manager of such Borrower be, an equityholder, director, officer, manager, member, partner, officer officer, employee or employee, associate of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller such Borrower or an independent manager director of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller such Borrower or an independent manager director of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in clauses (i) or (ii) above, and (iv) has (x) prior experience as an independent manager director for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLCsecurities. For purposes of this clause (c), “Parent Group” means shall mean (i) the Parent, the Master Servicer, the Indemnification Performance Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller Each Borrower shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Sellersuch Borrower, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller such Borrower shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The SellerEach Borrower’s Limited Liability Company Agreement shall provide that: (A) the Sellersuch Borrower’s board of managers directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller such Borrower unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The No Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer ▇▇▇▇▇ Party or any of their respective Affiliates.

Independent Manager. Not fewer than one member of the SellerBorrower’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller Borrower or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller Borrower or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes of this clause (c), “Parent Group” means (i) the Parent, the Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.by

Independent Manager. Not fewer than one member of the Seller’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer officer, employee or employeeassociate, or any relative of the foregoing, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent director or independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent director or independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent director or independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent directors or independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLCsecurities. For purposes of this clause (c), “Parent Group” means (i) the Parent, the Master Servicer, the Indemnification Guarantor and each OriginatorSeller-Related Party, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock membership interests in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Seller’s Limited Liability Company Agreement limited liability company agreement shall provide that: (A) the Seller’s board of managers directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the any Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer -Related Party or any of their respective Affiliates.