Common use of Independent Manager Clause in Contracts

Independent Manager. (i) 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 Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or 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 Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose 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 and (C) 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; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the 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.

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) A natural person and (ii) a Person who (A) shall not have been at the time of such Person’s appointmenthas never been, and may not have been shall at no time be, an equityholder, director, officer, manager, member, partner, officer or employee, of any time during member of the preceding five Parent Group (5as hereinafter defined) years and shall not be (other than his or her service as long as such Person is an Independent Manager of the Depositor (1) a direct Seller or indirect legal an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or beneficial owner in such entity facilitating the securitization of, financial assets of any member or any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or employee members 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 Parties”Parent Group), (3ii) is not a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder customer or supplier of any member of the Parent Group (other than his or her service as an Independent Parties 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), (5iii) a is not any member of the immediate family of any directora person described in (i) or (ii) above, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, and (Biv) 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 and bankruptcy, (Cy) 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; providedsecurities and (z) is employed by Global Securitization Services, thatLLC, notwithstanding the terms and provisions Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes of this clause (ii)(A)(1c), “Parent Group” means (i) immediately abovethe Parent, the indirect Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly or beneficial 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 membership interests 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 Administrator through election or appointment, or proposed election or appointment, of a mutual fund 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 similar diversified investment vehicle 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 which the owner does 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 have discretion or control over be amended without the investments held by such diversified investment vehicle prior written consent of the Independent Manager. The Independent Manager shall not preclude such owner from being an Independent Managerat 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. (ia) A natural person and The organizational documents of Borrower (iito the extent Borrower is a corporation or an Acceptable LLC) a Person 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 such entity (each, an “Independent Manager”) who each shall (AI) shall not have been at the time of each such Personindividual’s initial appointment, and may shall not have been at any time during the preceding five (5) years years, and shall not be at any time while serving as long as such Person is an Independent Manager of the Depositor Manager, (1i) a direct shareholder (or indirect legal other equity owner) of, or beneficial owner an officer, director (other than in such entity its capacity as Independent Manager), partner, member or employee of, Borrower, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or Affiliates, (2ii) a membercustomer of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates, (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, manager, partner, shareholder or 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 Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partneremployee supplier, shareholder customer or supplier of any of the Independent Parties or other Person, (5iv) a member of the immediate family of any director, member, partner, such shareholder, officer, managerdirector, employee partner, member, employee, supplier, customer or supplier other Person or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates; (II) have, at the Independent Partiestime of their appointment, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose 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 and (C) has had at least three (3) 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 employment experience with one Mortgage Borrower or more entities 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 or special manager provided by an Approved ID Provider that provideprovides professional independent directors, independent managers and special managers and also provides other corporate services in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the 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 Managerits business.

Independent Manager. (ia) A natural person and The organizational documents of Borrower (iito the extent Borrower is a corporation or an Acceptable LLC) a Person 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 such entity (each, an “Independent Manager”) who each shall (AI) shall not have been at the time of each such Personindividual’s initial appointment, and may shall not have been at any time during the preceding five (5) years years, and shall not be at any time while serving as long as such Person is an Independent Manager of the Depositor Manager, (1i) a direct shareholder (or indirect legal other equity owner) of, or beneficial owner an officer, director (other than in such entity its capacity as Independent Manager), partner, member or employee of, Borrower, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or Affiliates, (2ii) a membercustomer of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates, (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, manager, partner, shareholder or 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 Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partneremployee supplier, shareholder customer or supplier of any of the Independent Parties or other Person, (5iv) a member of the immediate family of any director, member, partner, such shareholder, officer, managerdirector, employee partner, member, employee, supplier, customer or supplier other Person or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates; (II) have, at the Independent Partiestime of their appointment, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose 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 and (C) has had at least three (3) 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 employment experience with one Mortgage Borrower or more entities 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 or special manager provided by an Approved ID Provider that provideprovides professional independent directors, independent managers and special managers and also provides other corporate services in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the 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 Managerits business.

Independent Manager. (i) 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 Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or 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 Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose 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 and (C) 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; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the 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 related Indenture Supplement, if applicable. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 7 hereto. Initial Collection Account: An Eligible Account in the name of the Indenture Trustee, in which no other amounts other than as set forth in Section 4.2(a) may be deposited, which amounts shall be transferred within one (1) Business Day of deposit to the Collection and Funding Account.

Independent Manager. (i) 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 Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or 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 Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose 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 and (C) 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; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the 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 name of the Indenture Trustee, in which no other amounts other than as set forth in Section 4.2(a) may be deposited, which amounts shall be transferred within one (1) Business Day of deposit to the Collection and Funding Account.

Independent Manager. (i) 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 Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or 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 Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose 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 and (C) 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; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the 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 related Indenture Supplement, if applicable.

Independent Manager. (ia) A natural person and The organizational documents of Borrower (iito the extent Borrower is a corporation or an Acceptable LLC) a Person 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 such entity (each, an “Independent Manager”) who each shall (AI) shall not have been at the time of each such Personindividual’s initial appointment, and may shall not have been at any time during the preceding five (5) years years, and shall not be at any time while serving as long as such Person is an Independent Manager of the Depositor Manager, (1i) a direct shareholder (or indirect legal other equity owner) of, or beneficial owner an officer, director (other than in such entity its capacity as Independent Manager), partner, member or employee of, Borrower, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or Affiliates, (2ii) a membercustomer of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates, (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, manager, partner, shareholder or 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 Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partneremployee supplier, shareholder customer or supplier of any of the Independent Parties or other Person, (5iv) a member of the immediate family of any director, member, partner, such shareholder, officer, managerdirector, employee partner, member, employee, supplier, customer or supplier other Person or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates; (II) have, at the Independent Partiestime of their appointment, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose 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 and (C) has had at least three (3) 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 applicable Mezzanine Loan Agreement) for any Mezzanine Borrower or any SPE Component Entity (as such term is defined in the applicable Mezzanine Loan Agreement) of employment experience with one any Mezzanine 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 more entities an SPE Component Entity if such individual is an independent director, independent manager or special manager provided by an Approved ID Provider that provideprovides professional independent directors, independent managers and special managers and also provides other corporate services in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the 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 Managerits business.

Independent Manager. (i) 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 Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or 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 Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose 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 and (C) 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; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the 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 related Indenture Supplement.

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) A natural person and (ii) a Person who (A) shall not have been at the time of such Person’s appointmenthas never been, and may not have been shall at no time be, an equityholder, director, officer, manager, member, partner, officer or employee, of any time during member of the preceding five Parent Group (5as hereinafter defined) years and shall not be (other than his or her service as long as such Person is an Independent Manager of the Depositor (1) a direct Seller or indirect legal an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or beneficial owner in such entity facilitating the securitization of, financial assets of any member or any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or employee members 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 Parties”Parent Group), (3ii) is not a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder customer or supplier of any member of the Parent Group (other than his or her service as an Independent Parties 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), (5iii) a is not any member of the immediate family of any directora person described in (i) or (ii) above, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, and (Biv) 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 and bankruptcy, (Cy) 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; providedsecurities and (z) is employed by Global Securitization Services, thatLLC, notwithstanding the terms and provisions Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes of this clause (ii)(A)(1c), “Parent Group” means (i) immediately abovethe Parent, the indirect Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly or beneficial 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 membership interests 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 Administrator through election or appointment, or proposed election or appointment, of a mutual fund 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 similar diversified investment vehicle 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). 91 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 which the owner does 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 have discretion or control over be amended without the investments held by such diversified investment vehicle prior written consent of the Independent Manager. The Independent Manager shall not preclude such owner from being an Independent Managerat 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. (i) A natural person and (ii) a Person who (A) shall not have been at the time of such Person’s '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 EXECUTION VERSION of the Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or 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 Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose 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 and (C) 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; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the 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 related Indenture Supplement, if applicable.

Independent Manager. (i) 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 Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or 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 Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose 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 and (C) 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; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the 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. Intermediate Transferee: Any entity to which Advance Purchaser transfers the Receivables prior to the transfer thereof to the Depositor.

Independent Manager. As stated herein, the Company’s Managers shall include one (i1) A Independent Manager reasonably satisfactory to Lender. The Company’s initial Independent Manager is 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 mean a manager of the Company who is a natural person and (ii) a Person who (A) shall is not have been at the time of such Person’s initial appointment, or at any time while serving as an Independent Manager of the Company, and may has not have been at any time during the preceding five (5) years and shall not be years: (i) a stockholder, manager (other than as long as such Person is an Independent Manager of the Depositor (1) a Company), officer, trustee, employee, partner, member, director, attorney or counsel of Member, the Company, any Affiliate of either of them or any direct or indirect legal parent of either of them, (ii) a creditor, customer, supplier or beneficial owner in such entity or other Person who derives any of its Affiliatespurchases or revenues from its activities with the Company, (2) a member, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor Member or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent Parties”)of either of them, (3iii) a supplier to any of the Independent Parties, (4) a person Person or other entity controlling or under common control Control with any director, membersuch stockholder, partner, shareholder customer, supplier or supplier of any of the Independent Parties other Person, or (5iv) a member of the immediate family by blood or marriage of any such stockholder, director, memberofficer, trustee, employee, partner, shareholdercustomer, officersupplier or other Person; provided, managerhowever, employee or supplier that an individual who otherwise satisfies the foregoing shall not be disqualified from serving as an Independent Manager of the Independent PartiesCompany if such individual is at the time of initial appointment, (B) has prior experience or at any time while serving as an Independent Manager of the Company, an independent director director, member or manager for provided by a corporation or limited liability nationally-recognized company whose charter documents required the unanimous consent of all that provides professional independent directors or 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 and (C) has at least three (3) years of employment experience with one or more entities that provide, other corporate services in the ordinary course of their respective businessesits business (a “Professional Independent Manager”). A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the independent manager of a “special purpose entity” affiliated with the Company shall not be disqualified from serving as an Independent Manager of the Company if such individual is either (a) a Professional Independent Manager or (b) the fees that such individual earns from serving as independent manager of affiliates of the Company constitute in the aggregate less than five percent (5%) of such individual’s annual income. Notwithstanding the immediately preceding sentence, advisoryan 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 indirect equity interest in the Company or a direct or indirect interest in any co-borrower with the Company. For purposes of this paragraph, management a “special purpose entity” 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 provisions contained in Section 12.3 of this Agreement. No resignation or placement services removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to issuers this Agreement. In the event of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding a vacancy in the terms and provisions position of clause (ii)(A)(1) immediately aboveIndependent Manager, the indirect or beneficial ownership of membership interests Member shall, as soon as practicable, appoint a successor Independent Manager. No Independent Manager shall at any time serve as a trustee in bankruptcy for any affiliate of the Administrator through a mutual fund Company. When the term “Independent Manager” or similar diversified investment vehicle “Independent Director” is used with respect to which the owner does not have discretion director or control over manager of an entity other than the investments held Company (whether such term is capitalized or not), the definition of such term shall be the same as the foregoing, except that the name of such other entity shall be substituted for “the Company” throughout the foregoing definition. The Independent Manager is the intended beneficiary of this Agreement, and the Member confirms that this Agreement is a legal, valid and binding agreement of the Member, enforceable against the Member by such diversified investment vehicle shall not preclude such owner from being an the Independent Manager.

Independent Manager. (i) A natural person and (ii) a Person who (A) shall not have been at the time of such Person’s '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 Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or 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 Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose 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 and (C) 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; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the 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 related Indenture Supplement, if applicable.