Common use of Independent Manager Clause in Contracts

Independent Manager. The Borrower shall at all times (other than in connection with the resignation, death, incapacity or disability of a current independent manager) maintain at least one 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 his or her service as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates that are structured to be “bankruptcy remote”), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family of a Person described in clauses (i), (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. The Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten days prior to the proposed effective date of such appointment (unless such appointment is due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which case the Borrower shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person satisfies the Independent Manager Criteria. Except for the appointment of a successor independent manager employed by any of AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord Securities Corporation, Pxxxxxx & Associates or CT Corporation following the death, disability or incapacity of the previous independent manager, the Borrower shall not appoint a new manager as the independent manager without first confirming that such proposed new independent manager is acceptable to the Administrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager be removed or expelled except as permitted under the Borrower’s Constituent Documents.

Independent Manager. The Borrower shall at all times (other than in connection with the resignation, death, incapacity or disability of a current independent manager) maintain at least one 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 his or her service as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates that are structured to be “bankruptcy remote”), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family of a Person described in clauses (i), (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. The Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten days prior to the proposed effective date of such appointment (unless such appointment is due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which case the Borrower shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person satisfies the Independent Manager Criteria. Except for the appointment of a successor independent manager employed by any of AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord Securities Corporation, Pxxxxxx Xxxxxxx & Associates or CT Corporation following the death, disability or incapacity of the previous independent manager, the Borrower shall not appoint a new manager as the independent manager without first confirming that such proposed new independent manager is acceptable to the Administrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager be removed or expelled except as permitted under the Borrower’s Constituent Documents.

Independent Manager. The Borrower shall at At all times (other than prior to the termination of the Credit Agreement in connection accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, the Company shall, in accordance with the resignationprovisions of this Agreement and the Credit Documents, death, incapacity or disability of a current independent manager) maintain have at least one independent manager who (A1) Independent Manager. In the event that, at any time, no Person is duly appointed in accordance with this Agreement and the Credit Documents and serving as an Independent Manager, the Class A Members shall, subject to the provisions of this Agreement and the Credit Agreement, as soon as practicable, appoint as Independent Manager a Person satisfying the qualifications therefore. To the fullest extent permitted by law, including, without limitation, Section 18-1101(c) of the Act, the Independent Manager(s) shall consider the interests of the Company, and its creditors, in acting or otherwise voting on any matter provided for in this Agreement; provided, however, that nothing contained in this sentence or in this Agreement shall in any way restrict the five year period Company’s ability to make distributions to the extent such distributions are not prohibited by the Act. At all times prior to the termination of the Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, no resignation or removal of the Independent Manager, and no appointment of any successor Independent Manager at any time when such resignation or removal would leave the Company without any Independent Managers, shall be effective until a successor Independent Manager (i) shall have been approved by the relevant Gaming Authorities to the extent required by applicable Gaming Laws, (ii) shall have accepted his or her appointment as independent manager has not been, an Independent Manager by execution of an Independent Manager Agreement substantially in the form attached hereto as Exhibit A and during the continuation of his or her service as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates that are structured to be “bankruptcy remote”), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) shall have executed a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier counterpart to this Agreement as required by Section 5(b). At all times prior to the termination of the Borrower or Credit Agreement in accordance with its terms and the full and final satisfaction by the Company of all of its obligations under the Credit Documents, in the event no Person meeting the qualifications therefore, as set forth in the definition of “Independent Manager” herein, is then holding the position of Independent Manager, the Board of Managers shall, as soon as practicable, appoint a successor Independent Manager and until such vacancy is filled, the Board of Managers shall be prohibited from voting on any Material Action. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights, and perform those duties, of the Independent Manager specifically set forth in this Agreement. No Independent Manager shall, at any time, serve as trustee in bankruptcy for any Affiliate of the BorrowerCompany. Notwithstanding any other provision of this Agreement to the contrary, each Independent Manager, in its capacity as Independent Manager, may only act, vote or (iv) otherwise participate in those matters relating to Material Actions. The Independent Manager shall not delegate his or her duties, authorities or responsibilities hereunder. Each Independent Manager shall be permitted to engage an independent advisor and outside counsel, in each case, of its own choosing in connection with evaluating any member of the immediate family of a Person described in clauses (i), (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent ManagerMaterial Actions. The criteria set forth above in this Section 5.02(u) are referred to Notwithstanding anything herein as the “Independent Manager Criteria”. The Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten days prior to the proposed effective date of such appointment (unless such appointment is due to contrary, neither the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which case the Borrower shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person satisfies Company nor the Independent Manager Criteria. Except for shall be permitted to rely upon the appointment advice of a successor independent manager employed by counsel to any of AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord Securities Corporation, Pxxxxxx & Associates or CT Corporation following the death, disability or incapacity of the previous independent manager, the Borrower shall not appoint a new manager as the independent manager without first confirming that such proposed new independent manager is acceptable Urban One Entity with respect to the Administrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager be removed or expelled except as permitted under the Borrower’s Constituent DocumentsMaterial Actions.

Independent Manager. The Borrower Managing Member shall select and appoint and be entitled to remove and replace the Independent Manager upon a vacancy in such position. The Independent Manager shall at all times (other than hold such position until a successor shall have been appointed by the Managing Member. The Independent Manager as of the date hereof is set forth on Schedule II. In addition to being appointed by the Managing Member in connection accordance with the resignationpreceding sentence, deaththe Independent Manager shall be a Person who is not, incapacity or disability of a current independent manager) maintain and for at least one independent manager who (A) for the five year period two years prior to his or her such appointment as independent manager has not been, and during the continuation of his or her service as independent manager, is not: (i) an a director, officer, employee, managerpartner, membermember or stockholder of any Person owning beneficially, stockholderdirectly or indirectly, partner or officer any of the Borrower outstanding equity interests in the Company, its Members or Affiliates or (ii) a director, officer, employee, *** Indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission. partner, member or a stockholder owning more than 1% of the outstanding equity interests in any such beneficial owner's parent, subsidiaries or Affiliates (in each case other than such Person's capacity as "Independent Manager" or independent manager of the Company, any of its Affiliates or another direct or indirect special purpose subsidiary of the Member). The Independent Manager shall act in its capacity as a manager of the Company with only such duties and rights as are expressly set forth in this Agreement. The Independent Manager is hereby designated as a "manager" of the Company within the meaning of Section 18-101(10) of the Delaware LLC Act with only such duties and rights as are expressly set forth in this Agreement. To the fullest extent permitted by law, the Independent Manager shall consider the interests of the rated debtholders and other creditors of the Company (other than his or her service as an independent manager the Lenders in respect of the Borrower or Subordinated Debt Facility) in making determinations hereunder. The Independent Manager shall not be entitled to a vote on any of its Affiliates that are structured matter other than a determination by the Managing Member to be “bankruptcy remote”)commence insolvency proceedings, (ii) a significant customer or supplier of including the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family commencement of a Person described in clauses (i)voluntary case under the Bankruptcy Code, (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. The Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten days prior with respect to the proposed effective date of such appointment (unless such appointment is due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which case the Borrower shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person satisfies the Independent Manager Criteria. Except for the appointment of a successor independent manager employed by any of AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord Securities Corporation, Pxxxxxx & Associates or CT Corporation following the death, disability or incapacity of the previous independent manager, the Borrower shall not appoint a new manager Company as the independent manager without first confirming that such proposed new independent manager is acceptable to the Administrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager be removed or expelled except as permitted required under the Borrower’s Constituent DocumentsSection 11.4.

Independent Manager. The Borrower shall at all times (other than in connection with the resignation, death, incapacity or disability of a current independent manager) maintain at least one 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 his or her service as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates that are structured to be “bankruptcy remote”), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family of a Person described in clauses (i), (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above in this Section 5.02(u5.02(o) are referred to herein as the “Independent Manager Criteria”. The Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten days prior to the proposed effective date of such appointment (unless such appointment is due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which case the Borrower shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person satisfies the Independent Manager Criteria. Except for the appointment of a successor independent manager employed by any of AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord Securities Corporation, Cogency Global Inc., Mxxxxx Fiduciary Services (Delaware) Inc., Intertrust Corporate Services Delaware Ltd., Citadel SPV LLC, Pxxxxxx & Associates or CT Corporation following the death, disability or incapacity of the previous independent manager, the Borrower shall not appoint a new manager as the independent manager without first confirming that such proposed new independent manager is acceptable to the Administrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager independent manager be removed or expelled except as permitted under the Borrower’s Constituent Documents.

Independent Manager. The Borrower shall at all times (other than in connection with the resignation, death, incapacity or disability of a current independent manager) maintain at least one 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 his or her service as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates that are structured to be “bankruptcy remote”), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family of a Person described in clauses (i), (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above in this Section 5.02(u5.01(s) are referred to herein as the “Independent Manager Criteria”. The Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten days prior to the proposed effective date of such appointment (unless such appointment is due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which case the Borrower shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person satisfies the Independent Manager Criteria. Except for the appointment of a successor independent manager employed by any of AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord Securities Corporation, Pxxxxxx Cogency Global Inc., Xxxxxx Fiduciary Services (Delaware) Inc., Intertrust Corporate Services Delaware Ltd., Citadel SPV LLC, Xxxxxxx & Associates or CT Corporation following the death, disability or incapacity of the previous independent manager, the Borrower shall not appoint a new manager as the independent manager without first confirming that such proposed new independent manager is acceptable to the Administrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager independent manager be removed or expelled except as permitted under the Borrower’s Constituent Documents.

Independent Manager. At all times, one of the members of the Board of Managers shall be an Independent Manager. The Borrower Trust shall not be permitted to take any action requiring the consent of the Independent Manager if at the time of taking such action there is no Independent Manager then serving on the Board of Managers. The Owners shall cause the Board of Managers at all times (other than in connection with the resignation, death, incapacity or disability of a current independent manager) maintain to have at least one independent manager who (A) for Independent Manager who, except as aforesaid, will be elected by the five year period prior Owners pursuant to his or her appointment as independent manager has not beenArticle IV, Section 3 of the Bylaws. To the fullest extent permitted by the Act, and during notwithstanding any duty otherwise existing at law or in equity, the continuation Independent Manager shall consider only the interests of his the Trust, including its creditors, in acting or her service otherwise voting on the matters involving the Trust. Except for duties to the Trust as independent manager, is not: set forth in the immediately preceding sentence (including duties to the Depositor and the Trust’s creditors solely to the extent of their respective economic interests in the Trust but excluding (i) an employee, manager, member, stockholder, partner or officer all other interests of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates that are structured to be “bankruptcy remote”)Depositor, (ii) a significant customer or supplier the interests of other Affiliates of the Borrower or any of its AffiliatesTrust, and (iii) the interests of any group of Affiliates of which the Trust is a part), the Independent Manager shall not have any fiduciary duties to the Depositor, any Manager or any other Person controlling bound by this Agreement; provided, however, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, an Independent Manager shall not be liable to the Trust, the Depositor or under common control any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. Notwithstanding anything to the contrary contained herein, no election of a successor Independent Manager shall be effective until (a) the Agent is provided not less than five (5) days prior written notice of such election, such notice to contain a written certificate from the Trust that the designated successor satisfies the criteria set forth in the definition herein of “Independent Manager” and (b) the successor Independent Manager shall have accepted his or her election by a written instrument. In the event of a vacancy in the position of Independent Manager, the Owners shall, as soon as practicable, elect a successor Independent Manager in accordance with any partner, shareholder, member, manager, Affiliate or supplier the terms of the Borrower immediately preceding sentence. All right, power and authority of the Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the certificate of trust or this Agreement. Except as provided in the second and third sentences of this Section. 2.04(b)(ii), in exercising his/her rights and performing his/her duties under this Agreement, any Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Manager shall at any time serve as trustee or examiner in the bankruptcy case for any Affiliate of the BorrowerTrust. For the avoidance of doubt, or (iv) any member of the immediate family of a Person described in clauses (i), (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above in this Section 5.02(u) are referred to herein as the “no Independent Manager Criteria”. The Borrower shall notify the Administrative Agent of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall may be delivered not less than ten days prior to the proposed effective date of such appointment (unless such appointment is due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which case the Borrower shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person satisfies the Independent Manager Criteria. Except for the appointment of a successor independent manager employed by any of AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord Securities Corporation, Pxxxxxx & Associates or CT Corporation following the death, disability or incapacity of the previous independent manager, the Borrower shall not appoint a new manager as the independent manager without first confirming that such proposed new independent manager is acceptable to the Administrative Agent as evidenced in a writing executed removed by the Administrative Agent. In no event shall any Independent Manager be removed or expelled Owners except as permitted under the Borrower’s Constituent Documentsin accordance with Section 2.04(b)(iii).

Independent Manager. The Borrower shall at all times (other than in connection with the resignation, death, incapacity or disability of a current independent manager) maintain at least one 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 his or her service as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates that are structured to be “bankruptcy remote”), (ii) a significant customer or supplier of the Borrower or any of its Affiliates, (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate or supplier of the Borrower or any Affiliate of the Borrower, or (iv) any member of the immediate family of a Person described in clauses (i), (ii) or (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent Manager. The criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. The Borrower shall notify the Administrative Agent (which shall notify each Lender) of any decision to appoint a new manager of the Borrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten days prior to the proposed effective date of such appointment (unless such appointment is due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which case the Borrower shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person satisfies the Independent Manager Criteria. Except for the appointment of a successor independent manager employed by any of AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord Securities Corporation, Pxxxxxx & Associates or CT Corporation following the death, disability or incapacity of the previous independent manager, the Borrower shall not appoint a new manager as the independent manager without first confirming that such proposed new independent manager is acceptable to the Administrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager be removed or expelled except as permitted under the Borrower’s Constituent Documents.

Independent Manager. The Without limiting anything in the Borrower LLC Agreement, the Borrower shall at all times (other than times, except while an Unexpected Replacement is being obtained as provided herein and in connection with the resignationBorrower LLC Agreement, death, incapacity or disability of a current independent manager) maintain at least one 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 his or her service as independent manager, manager is not: (i) an employeea stockholder (or other interest holder, including membership interests), director, officer, manager, trustee, employee, partner, member, stockholder, partner attorney or officer counsel of the Borrower, the Collateral Servicer or any of their Affiliates; (ii) a creditor, customer or supplier (other than as a 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 or special member of the Borrower or any of its Affiliates other Affiiliates that are structured to be “bankruptcy remote”), (ii) a significant customer or supplier other Person who derives any of its purchases or revenues from its activities with, the Borrower Borrower, the Collateral Servicer or any of its their Affiliates, ; (iii) a Person controlling or under common control with any partner, shareholder, member, manager, Affiliate Person excluded from serving as independent manager under clause (i) or supplier of the Borrower or any Affiliate of the Borrower, (ii) above; or (iv) any a member of the immediate family by blood or marriage of a any Person described in clauses excluded from serving as independent manager under clause (i), (ii) or (iii)) above; provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower and (B) is a Professional Independent ManagerManager (as defined below). The criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. The 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 notify the Administrative Agent of any decision to appoint a new not be disqualified from serving as an independent manager of the Borrower as the “independent manager” for purposes of this Agreement, if such notice shall be delivered not less than ten days prior to the proposed effective date of such appointment (unless such appointment individual is due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which case the Borrower shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person a Professional Independent Manager. A natural person who satisfies the Independent Manager Criteria. Except for the appointment of a successor Criteria other than clause (ii) above shall not be disqualified from serving as an independent manager employed by any of AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord Securities Corporation, Pxxxxxx & Associates or CT Corporation following the death, disability or incapacity of the previous independent manager, the Borrower shall not appoint if such individual is a new manager as the independent manager without first confirming that such proposed new independent manager is acceptable to the Administrative Agent as evidenced in a writing executed by the Administrative AgentProfessional Independent Manager. In no event shall any Independent Manager be removed or expelled except as permitted under the Borrower’s Constituent Documents.For purposes of this Section 5.02(u):