Common use of Independent Managers Clause in Contracts

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by 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 Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or 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. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Managers. Of The Managing Member shall cause the authorized number of Managers provided in Section 7.03 hereof, the Board shall LLC at all times to have at least two individuals who are (2) Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without appointed by the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManaging Member. To the fullest extent permitted by 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 Company, including LLC and its creditors, respective creditors in acting or otherwise voting on the matters referred in connection with this Agreement. No Independent Manager shall, with regard to any action to be taken under or in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties connection with this Agreement, owe a fiduciary duty or other obligation to the Member nor to any successor member (except as may be specifically required by the statutory law of the applicable jurisdiction) and the Company’s creditors solely every member, including each successor member, shall consent to the extent foregoing by virtue of their respective economic interests such member’s acquisition of a limited liability company interest in the Company but excluding (i) all other interests of the MemberLLC, (ii) the interests of other Affiliates of the Company, and (iii) the interests no further act or deed of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties member being required to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingevidence such consent. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an An Independent Manager shall not may be liable to the Company, the Member or 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. No resignation or removal of an Independent Manager, removed and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, Manager will be filled as soon as practicable, appoint a practicable as determined by the Managing Member. No appointment of successor Independent ManagerManagers shall be effective until such successors (a) shall have accepted their appointment as Independent Managers by a written instrument (other than the Initial Independent Managers, who, by their execution hereof, have accepted such appointment) and (b) shall have executed a counterpart of this Agreement. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Sections 4.5 and 6.6 of this Agreement Agreement. Except as provided in the second and the third sentences of this Section 2.8, in exercising their rights and performing their duties under this Agreement, all Independent Managers shall otherwise have no authority a fiduciary duty of loyalty and care similar to bind that of a director of a business corporation organized under the CompanyGeneral Corporation Law of the State of Delaware. No Independent Manager Managers shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyLLC. Each Independent Manager is hereby designated a “manager” of the LLC within the meaning of Section 18-101(10) of the Act.

Independent Managers. Of (a) From the authorized number of Managers provided date each Indenture is entered into by the Company until such date as each such Indenture entered into by the Company has been satisfied and discharged in Section 7.03 hereoffull in accordance with its terms, the Board Member shall cause the Company at all times to have at least two individuals who are Independent Managers, each of whom shall be appointed by the Member. All right, power and authority of the Independent Managers (as defined shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Section 7.16) who are acting as Managersthis Agreement. So long as any Securities are outstanding, this Section The Independent Managers shall not be amendeddelegate their rights, altered duties, authorities or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agencyresponsibilities hereunder. To the fullest extent permitted by law, including including, without limitation, Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, each of the Independent Managers shall consider only the interests of the Company, including Company and its creditors, Member and creditors in acting or otherwise voting on matters subject to the matters referred to in Section 5.02vote of the Board of Managers that require the approval of the Independent Managers. Except for In exercising their rights and performing their duties under this Agreement, the Independent Managers shall have a fiduciary duty of loyalty and care to the Company and its Member and creditors 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 set forth a trustee in bankruptcy for the Company or any of its Affiliates. Except as provided in this Agreement, an Independent Manager shall not bind the Company. Notwithstanding anything in the immediately preceding sentence (including duties Act or this Agreement to the Member and contrary, the Company’s creditors solely Independent Managers may only act, vote or otherwise participate in the business of the Company to the extent of their respective economic interests in the Company but excluding (i) all other interests matters expressly requiring the approval of the Member, (ii) Independent Managers pursuant to this Agreement. In all cases where the interests of other Affiliates approval of the Company, and (iii) the interests of any group of Affiliates of which the Company Independent Managers is a part)not expressly required pursuant to this Agreement, the Independent Managers shall not have any fiduciary duties be entitled to notice of the Member or any other Person bound by this Agreement; providedmeetings of the Board, however, the foregoing shall not eliminate be entitled to attend meetings of the implied contractual covenant Board and shall not count at meetings of good faith and fair dealingthe Board for purposes of constituting a quorum. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or 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. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Managers. Of The Member shall cause the authorized number of Managers provided in Section 7.03 hereof, the Board shall Company at all times to have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice , each of such amendment provided promptly to each Rating Agencywhom will be appointed by the Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, each of the Independent Managers shall consider only the interests of the Company, including Company and its creditors, creditors in acting or otherwise voting on matters subject to the vote of the Board of Managers, including those matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (iSections 10(j)(iii) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a partiv), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or 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. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such the successor Independent Manager shall have executed accepted its appointment by a written instrument, which may be a counterpart signature page to this the Management Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement Agreement. Except as provided in the second sentence of this Section 11, in exercising their rights and performing their duties under this Agreement, the Independent Managers shall otherwise have no authority a fiduciary duty of loyalty and care to the Company and its creditors similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. Except as provided in this Agreement, an Independent Manager shall not bind the Company. No The Member shall provide not less than ten (10) days’ prior written notice to the Company of the replacement or appointment of any Manager that is to serve as an Independent Manager for purposes of this Agreement. As a condition to the effectiveness of any such replacement or appointment, the Member shall at any time serve as trustee certify to the Company that the designated Person satisfied the criteria set forth in bankruptcy for any Affiliate the definition of “Independent Manager” and the CompanyBoard shall acknowledge in writing, that in the Board’s reasonable judgment, the designated Person satisfies the criteria set forth in the definition of “Independent Manager.”

Independent Managers. Of During the authorized number of Managers provided in Section 7.03 hereofCovered Period: (i) the Company shall have two Independent Managers; (ii) an Independent Manager may not be removed other than by the Managing Member for cause; and (iii) if an Independent Manager should resign or be removed, the Board Managing Member shall at all times appoint another Person as Independent Manager as promptly as possible; provided that, during any interim period when the Company does not have at least two individuals who are (but is required under this Section 14.2 to have) an Independent Manager the Company shall not take any action expressly requiring the Consent of the Independent Managers under Section 5.6.2.3 of this Agreement or under this Section 14.2. The Company shall not, during the Covered Period, without the Consent of each of the Independent Managers (as defined in Section 7.16i) who are acting as Managers. So long as any Securities are outstandingmerge, this Section shall not be amended, altered consolidate or repealed without the written consent of 100% sell substantially all of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by 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 assets of the Company, including its creditors, in acting or otherwise voting on except as permitted under the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the MemberFinancing Documents, (ii) the interests enter into any contract (including any indemnification agreement) or transaction with any Member or any Affiliate of any Member other Affiliates of the Companythan as expressly provided for or contemplated by this Agreement, including pursuant to Section 3.5, Section 4.4, Section 4.5, Section 5.1.2, Section 5.1.3, Section 5.1.4, Section 5.6.2.1(e) and Section 5.10), (iii) amend or modify the interests Certificate or the provisions of any group Section 2.7 of Affiliates of which the Company is a part)this Agreement, the Independent Managers shall not have any fiduciary duties to the Member (iv) permit DS Holdings or any other Person bound Subsidiary to incur, assume or otherwise become obligated for any indebtedness except as permitted by this Agreement; providedthe Financing Documents, however, or (v) create or permitting to exist any Lien on any property of DS Holdings or any Subsidiary except pursuant to or as permitted under the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingFinancing Documents. To the fullest extent permitted by law, including Section 18-1101(e) of the Actapplicable Law, an Independent Manager shall not be liable allowed to voluntarily resign until such time as a replacement has been selected and taken office. In connection with any consent or other act or omission to consent or other act by an Independent Manager under this Agreement or otherwise, the Independent Managers shall each owe a fiduciary duty to the Members solely to the extent required by the Act and other applicable Law and shall also owe a fiduciary duty to the Company as whole, including the creditors of the Company, the Member or 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. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those the rights and perform those duties specifically set forth in this Agreement and Agreement. To the extent permitted by Law, the Independent Managers shall not be liable, responsible or accountable for damages or otherwise have no to the Company or the Members for any act or omission in a manner reasonably believed by the Independent Managers to be within the scope of the authority granted to bind the Companythem by this Agreement. No Independent Manager Member shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. The current Independent Managers are [Xxxxxx X. Xxxx and Xxxxxxxx X. Xxxxxxxx].

Independent Managers. Of The Managing Member shall cause the authorized number of Managers provided in Section 7.03 hereof, the Board shall LLC at all times to have at least two individuals who are (2) Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without appointed by the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManaging Member. To the fullest extent permitted by 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 Company, including LLC and its creditors, respective creditors in acting or otherwise voting on the matters referred in connection with this Agreement. No Independent Manager shall, with regard to any action to be taken under or in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties connection with this Agreement, owe a fiduciary duty or other obligation to the Member nor to any successor member (except as may be specifically required by the statutory law of the applicable jurisdiction) and the Company’s creditors solely every member, including each successor member, shall consent to the extent foregoing by virtue of their respective economic interests such member’s acquisition of a limited liability company interest in the Company but excluding (i) all other interests of the MemberLLC, (ii) the interests of other Affiliates of the Company, and (iii) the interests no further act or deed of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties 379990 v4/RE 10 member being required to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingevidence such consent. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an An Independent Manager shall not may be liable to the Company, the Member or 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. No resignation or removal of an Independent Manager, removed and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, Manager will be filled as soon as practicable, appoint a practicable as determined by the Managing Member. No appointment of successor Independent ManagerManagers shall be effective until such successors (a) shall have accepted their appointment as Independent Managers by a written instrument (other than the Initial Independent Managers, who, by their execution hereof, have accepted such appointment) and (b) shall have executed a counterpart of this Agreement. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Sections 4.5 and 6.6 of this Agreement Agreement. Except as provided in the second and the third sentences of this Section 2.8, in exercising their rights and performing their duties under this Agreement, all Independent Managers shall otherwise have no authority a fiduciary duty of loyalty and care similar to bind that of a director of a business corporation organized under the CompanyGeneral Corporation Law of the State of Delaware. No Independent Manager Managers shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyLLC. Each Independent Manager is hereby designated a “manager” of the LLC within the meaning of Section 18-101(10) of the Act.

Independent Managers. Of The Managing Member shall select and appoint and be entitled to remove and replace the authorized number of Independent Managers provided upon a vacancy in Section 7.03 hereof, the Board such position. Each Independent Manager shall at all times hold such position until a successor shall have been appointed by the Managing Member. The Independent Managers as of the date hereof is set forth on Schedule II. In addition to being appointed by the Managing Member in accordance with the preceding sentence, the Independent Managers shall be Persons who are not, and for at least two individuals who are Independent Managers years prior to such appointment has not been, (as defined i) a director, officer, employee, partner, member or stockholder of any Person owning beneficially, directly or indirectly, any of the outstanding equity interests in Section 7.16the Company, its Members or Affiliates or (ii) who are acting as Managers. So long as any Securities are outstandinga director, this Section shall not be amendedofficer, altered employee, partner, member or repealed without the written consent of 100a stockholder owning more than 1% of the Board outstanding equity interests in any such beneficial owner’s parent, subsidiaries or Affiliates (including in each case other than such Person’s capacity as “Independent ManagersManager” or independent manager of the Company, any of its Affiliates or another direct or indirect special purpose subsidiary of the Member). Each 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. Each 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 notice of only such amendment provided promptly to each Rating Agencyduties and rights as are expressly set forth in this Agreement. To the fullest extent permitted by 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 Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to rated debtholders and other creditors of the Company as set forth (other than the Lenders in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests respect of the Member, (iiSubordinated Debt Facility) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or 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. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Companymaking determinations hereunder. No Independent Manager shall at be entitled to a vote on any time serve matter other than a determination by the Managing Member to commence insolvency proceedings, including the commencement of a voluntary case under the Bankruptcy Code, with respect to the Company as trustee in bankruptcy for any Affiliate of the Companyrequired under Section 11.4.

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereofAs long as any Indebtedness is outstanding, the Board Member shall cause the Company at all times to have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not will each be amended, altered or repealed without appointed by the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyMember. To the fullest extent permitted by 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 Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part11(d)(iii), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or 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. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such the successor Independent Manager (i) shall have accepted his or her appointment by a written instrument; and (ii) shall have executed a counterpart to of this AgreementAgreement as required by Section 6(b)(iii). In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor new Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement Agreement. Except as provided in the second sentence of this Section 12, in exercising their rights and performing their duties under this Agreement, the Independent Managers shall otherwise have no authority a fiduciary duty of loyalty and care similar to bind that of a director of a business corporation organized under the CompanyGeneral Corporation Law of the State of Delaware. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. As used in this Agreement, "Affiliate" shall mean, with respect to any Person, any other Person, directly or indirectly, Controlling or Controlled by or under direct or indirect common Control with such Person including, without limitation, (i) any Person who has a familial relationship, by blood, marriage or otherwise with any partner or employee of the Company, or any affiliate thereof; and (ii) any Person which receives compensation for administrative, legal or accounting services from the Company or any Affiliate. As used in this Agreement, "Control", "Controlled" or "Controlling" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or general partnership or managing member interests, by contract or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to Control any other Person in which it owns, directly or indirectly, a majority of the ownership interests. As used in this Agreement, "Person" shall mean any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, associate, joint stock company, trust, unincorporated organization or other organization, whether or not a legal entity, and any governmental authority.

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereof, the Board (a) The Company shall at all times have at least two individuals who are (2) Independent Managers (who will be appointed as defined Managers by the Members pursuant to, and in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, compliance with this Section 4.2. The initial Independent Managers shall not be amended, altered or repealed without the written consent of 100% each execute and deliver an Independent Manager Agreement and a counterpart of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManager Agreement. To the fullest extent permitted by 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 Company, including its creditorsrespective creditors (including the Noteholders under the Basic Documents), in acting or otherwise voting on any Material Action or the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or 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 misconduct1.5. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have accepted his or her appointment by execution and delivery of an Independent Manager Agreement, a counterpart of the Manager Agreement and, if such successor person shall be designated as the Special Member, shall have executed a counterpart to of this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the an Independent Managers Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement Agreement. Except as provided in the third sentence of this Section 4.2, in exercising such Independent Manager’s rights and performing such Independent Manager’s duties under this Agreement, an Independent Manager shall have a fiduciary duty of care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. Notwithstanding the last sentence of Section 18-402 of the Act, except as expressly provided in this Agreement, the Independent Managers shall otherwise have no authority to not bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Managers. Of (a) So long as the authorized number of Managers provided in Section 7.03 hereofMortgage Loan is Outstanding, the Board Members shall at all times cause the Company to have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managerswill be appointed by the Members. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without The Members hereby appoint Julix X. XxXxxxxxxx xxx Beth X. Xxxxxxx xx the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the ActLimited Liability Company Law, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, and the Members in acting or otherwise voting on the matters referred to in Section 5.025.11(b). Except for duties to the Company as set forth in the immediately preceding sentence (including which such duties to the Member Members, the Company and the Company’s 's creditors apply solely to the extent of their respective economic interests in the Company but excluding (i) all other interests (including, without limitation, all other interests of the MemberMembers), (ii) the interests of other Affiliates affiliates of the CompanyCompany or the Members, and (iii) the interests of any group of Affiliates affiliates of which the Company or the Members is a part), the Independent Managers shall not have any fiduciary duties to the Member Members or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the ActLimited Liability Company Law, an Independent Manager shall not be liable to the Company, the Member Members or 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. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed accepted his or her appointment as an Independent Manager by executing a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member Members shall, as soon as practicable, appoint a successor Independent Manager. Notwithstanding anything to the contrary contained in this Agreement, no Independent Manager shall be removed or replaced unless the Company provides the Lender with the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements for an Independent Manager set forth in this Agreement. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the CompanyAgreement. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. An Independent Manager is hereby designated as a "manager" within the meaning of Section 18-101(10) of the Limited Liability Company Law.

Independent Managers. Of the authorized number As long as any Obligation is outstanding, and for a period of Managers provided in Section 7.03 hereofone year and one day thereafter, the Board Member shall cause the Company at all times to have at least two individuals who are Independent Managers (as defined in Section 7.16) who will be appointed by the Member. The initial Independent Managers appointed by the Member are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyXxxxx X. Xxxxx and Xxxxxxx X. Xxxxxx. To the fullest extent permitted by 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 Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 5.029(j)(iii). Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member Unless otherwise restricted by law, an Independent Manager may resign, with or without cause, at any time, and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests any vacancy caused by any such resignation shall be filled by action of the Member. Unless otherwise restricted by law, (ii) an Independent Manager may be removed, with or without cause, at any time by the interests of other Affiliates Member, and any vacancy caused by any such removal may be filled by action of the CompanyMember. Notwithstanding the foregoing, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or 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. No no resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to this Agreement or the Management Agreement, and (ii) shall have executed a counterpart to this AgreementAgreement as required by Section 5(c). In the event of a vacancy in the position of an Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement Agreement. Except as provided in the third sentence of this Section 10, in exercising its rights and performing its duties under this Agreement, each Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the Independent Managers shall otherwise have no authority to bind General Corporation Law of the CompanyState of Delaware. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereofAs long as any Permitted Indebtedness is outstanding, the Board Members shall cause the Company at all times to have at least two individuals who are Independent Managers (who will be appointed as defined in Section 7.16) who are acting as ManagersManagers by the Members. So long as any Securities are outstanding, this Section The initial Independent Managers shall not be amended, altered or repealed without the written consent of 100% of the Board (including execute and deliver Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManager Agreements. To the fullest extent permitted by 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 Company, including its respective creditors, in acting or otherwise voting on any Material Action or the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part1.5(c), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or 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. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until the successor Independent Manager shall have accepted his or her appointment by an Independent Manager Agreement and, if such successor person shall be designated as the Special Member, shall have executed a counterpart to of this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the an Independent Managers Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement Agreement. Except as provided in the third sentence of this Section 4.2, in exercising such Independent Manager's rights and performing such Independent Manager's duties under this Agreement, an Independent Manager shall have a fiduciary duty of care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. Notwithstanding the last sentence of Section 18-402 of the Act, except as expressly provided in this Agreement, the Independent Managers shall otherwise have no authority to not bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. In the event of a vacancy in the position of Independent Manager, the Members shall, as soon as practicable, appoint a successor Independent Manager. Notwithstanding anything to the contrary set forth herein, the Company shall not take any Material Action until such successor Independent Manager is appointed.

Independent Managers. Of Prior to the authorized number date which is one year and one date after the date on which all obligations of Managers provided the Company under the documents referred to in Section 7.03 hereof7(a)(i) have been paid in full, the Board Member shall cause the Company at all times to have at least two individuals managers, appointed by the Member, who are will be (x) natural persons and (y) Independent (each, an "Independent Manager"). The initial Independent Managers (appointed by the Member are Xxxxxx Xxxxxxx and Xxxx Xxxxx. Each Independent Manager is hereby designated as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% a "manager" of the Board (including Company within the meaning of Section 18-101(10) of the Act. Each Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManager shall execute and deliver the Management Agreement. To the fullest extent permitted by 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 Company, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 5.029(j)(iii). Except for duties to the Company as set forth in the immediately preceding sentence (including duties to The Independent Managers may be removed by the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of at any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or 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 misconducttime. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, Manager shall be effective until a successor Independent Manager is appointed and such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this AgreementAgreement as required by Section 5(c). In the event of a vacancy in the position of an Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement Agreement. Except as provided in the second paragraph of this Section 10, in exercising its rights and performing its duties under this Agreement, each Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the Independent Managers shall otherwise have no authority to bind General Corporation Law of the CompanyState of Delaware. No Independent Manager shall at any time serve as trustee in bankruptcy for the Company or any Affiliate of the Company.

Independent Managers. Of The Managing Member shall cause the authorized number of Managers provided in Section 7.03 hereof, the Board shall LLC at all times to have at least two individuals who are (2) Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without appointed by the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManaging Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Quill Equity LLC Amended and Restated Limited Liability Company Agreement Managers shall consider only the interests of the Company, including LLC and its creditors, respective creditors in acting or otherwise voting on the matters referred in connection with this Agreement. No Independent Manager shall, with regard to any action to be taken under or in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties connection with this Agreement, owe a fiduciary duty or other obligation to the Member nor to any successor member (except as may be specifically required by the statutory law of the applicable jurisdiction) and the Company’s creditors solely every member, including each successor member, shall consent to the extent foregoing by virtue of their respective economic interests such member’s acquisition of a limited liability company interest in the Company but excluding (i) all other interests of the MemberLLC, (ii) the interests of other Affiliates of the Company, and (iii) the interests no further act or deed of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties member being required to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingevidence such consent. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an An Independent Manager shall not may be liable to the Company, the Member or 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. No resignation or removal of an Independent Manager, removed and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, Manager will be filled as soon as practicable, appoint a practicable as determined by the Managing Member. No appointment of successor Independent ManagerManagers shall be effective until such successors (a) shall have accepted their appointment as Independent Managers by a written instrument (other than the Initial Independent Managers, who, by their execution hereof, have accepted such appointment) and (b) shall have executed a counterpart of this Agreement. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Sections 4.5 and 6.6 of this Agreement Agreement. Except as provided in the second and the third sentences of this Section 2.8, in exercising their rights and performing their duties under this Agreement, all Independent Managers shall otherwise have no authority a fiduciary duty of loyalty and care similar to bind that of a director of a business corporation organized under the CompanyGeneral Corporation Law of the State of Delaware. No Independent Manager Managers shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyLLC. Each Independent Manager is hereby designated a “manager” of the LLC within the meaning of Section 18-101(10) of the Act.

Independent Managers. Of The Charter Member and the authorized number of Special Member shall select and appoint and be entitled to remove and replace the Independent Managers provided upon a vacancy in Section 7.03 hereof, the Board such position. Each Independent Manager shall at all times hold such position until a successor shall have been appointed by the Charter Member and the Special Member. The Independent Managers as of the Amendment Effective Date are set forth on Schedule C. In addition to being appointed by the Charter Member and the Special Member in accordance with the preceding sentence, the Independent Managers shall be Persons who are not, and for at least two individuals who are Independent Managers years prior to such appointment have not been, (as defined i) a director, officer, employee, partner, member or stockholder of any Person owning beneficially, directly or indirectly, any of the outstanding equity interests in Section 7.16the Company, its Members or Affiliates or (ii) who are acting as Managers. So long as any Securities are outstandinga director, this Section shall not be amendedofficer, altered employee, partner, member or repealed without the written consent of 100a stockholder owning more than 1% of the Board outstanding equity interests in any such beneficial owner’s parent, subsidiaries or Affiliates (including in each case other than such Person’s capacity as “Independent ManagersManager” or independent manager of the Company, any of its Affiliates or another direct or indirect special purpose subsidiary of the Charter Member). Each 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. Each 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 notice of only such amendment provided promptly to each Rating Agencyduties and rights as are expressly set forth in this Agreement. To the fullest extent permitted by 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 Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to rated debtholders and other creditors of the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or 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. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Companymaking determinations hereunder. No Independent Manager shall at be entitled to vote on any time serve as trustee matter other than a determination by the Managing Member to commence insolvency proceedings, including the commencement of a voluntary case under the Bankruptcy Code, with respect to the Company. Notwithstanding anything to the contrary set forth in this Agreement, the Managing Member shall not file a petition in bankruptcy for any Affiliate or consent to the institution of a bankruptcy proceeding with respect to, or otherwise permit the liquidation, dissolution or winding up of, the Company, CFIN or any of its Subsidiaries without the affirmative vote (or consent) of each Independent Manager.

Independent Managers. Of The Managing Member shall cause the authorized number of Managers provided in Section 7.03 hereof, the Board shall LLC at all times to have at least two individuals who are (2) Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without appointed by the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManaging Member. To the fullest extent permitted by 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 Company, including LLC and its creditors, respective creditors in acting or otherwise voting on the matters referred in connection with this Agreement. No Independent Manager shall, with regard to any action to be taken under or in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties connection with this Agreement, owe a fiduciary duty or other obligation to the Member nor to any successor member (except as may be specifically required by the statutory law of the applicable jurisdiction) and the Company’s creditors solely every member, including each successor member, shall consent to the extent foregoing by virtue of their respective economic interests such member’s acquisition of a limited liability company interest in the Company but excluding (i) all other interests of the MemberLLC, (ii) the interests of other Affiliates of the Company, and (iii) the interests no further act or deed of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties member being required to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingevidence such consent. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an An Independent Manager shall not may be liable to the Company, the Member or 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. No resignation or removal of an Independent Manager, removed and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, Manager will be filled as soon as practicable, appoint a practicable as determined by the Managing Member. No appointment of successor Independent ManagerManagers shall be effective until such successors (a) shall have accepted their appointment as Independent Managers by a written instrument (other than the Initial Independent Managers, who, by their execution hereof, have accepted such appointment) and (b) shall have executed a counterpart of this Agreement. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Sections 4.5 and 6.6 of this Agreement Agreement. Except as provided in the second and the third sentences of this Section 2.8, in exercising their rights and performing their duties under this Agreement, all Independent Managers shall otherwise have no authority a fiduciary duty of loyalty and care similar to bind that of a director of a business corporation organized under the CompanyGeneral Corporation Law of the State of Delaware. No Independent Manager Managers shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.LLC. Each Independent Manager is hereby designated a “manager” of the LLC within the meaning of Section 18-101(10) of the Act. 420671 v4/RE 10

Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereofAs long as any Obligation is outstanding, the Board Initial Member shall cause the Company at all times to have at least two individuals one (1) Independent Manager who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not will be amended, altered or repealed without appointed by the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyInitial Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, it is intended that the Independent Managers shall consider only the interests of the Company, and its respective creditors (including its creditorsany secured parties under any Securitization Agreements or other Transaction Documents) and, to the fullest extent permitted by law, shall have no duty to consider the interests of the Initial Member, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties 8.4, and, to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) law shall have no duties to consider the interests of the Act, an Independent Manager shall not be liable to the Company, the Member or 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 misconductMember. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, and (ii) shall have executed a counterpart to this AgreementAgreement as required by Section 7.3; provided, that, any successor or additional Independent Manager shall be acceptable to each person acting as indenture trustee in connection with any outstanding series of Securities. In the event of a vacancy in the position of Independent Manager, the Initial Member shall, as soon as practicable, appoint a successor Independent Manager. Notwithstanding anything to the contrary in this Agreement, in no event shall any Independent Manager be removed or expelled except for cause; provided, that an Independent Manager’s unwillingness to approve a Bankruptcy of the Company or any other Material Action shall not constitute “cause” for removal or expulsion of such Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement Agreement. Except as provided in this Agreement, in exercising their rights and performing their 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 Independent Managers shall otherwise have no authority to bind General Corporation Law of the CompanyState of Delaware. No Independent Manager shall at any time serve as trustee in bankruptcy Bankruptcy for any Affiliate of the Company. The initial Independent Manager of the Company is Kxxxx X. Xxxxx. Any appointment of a successor or additional Independent Manager not in strict compliance with this Section 8.3 shall be void and of no effect. In considering whether to give or withhold written consent to the Bankruptcy of the Company pursuant to Section 8.4(c), each Independent Manager, with the consent of the Initial Member (which consent the Initial Member hereby gives and believes to be in the best interest of the Initial Member and the Company), shall consider (i) the interests of secured parties under any Securitization Agreements or other Transaction Documents in addition to the interests of the Company, (ii) whether the Company is insolvent and (iii) whether resort to Bankruptcy is necessary to address the Company’s insolvency or similar financial problems and/or to protect the interests of (or to provide material benefit to) such parties. No Independent Manager shall have any duty to give such written consent to the Bankruptcy of the Company if such Independent Manager shall not have been furnished (at the expense of the Company) a letter from an independent accounting firm (or similar valuation firm) of national reputation stating that in the opinion of such firm the Company is then insolvent or suffering from similar financial problems. No Independent Manager shall be personally liable to any Member on account of such Independent Manager's good faith reliance on the provisions of this Section 8.3, and no Member shall have any claim for breach of fiduciary duty or otherwise against any Independent Manager for withholding its consent to any such Bankruptcy.

Independent Managers. Of Two of the authorized number members of the Board of Managers provided shall be Managers who are not and for the prior five years have not been (1) stockholders (whether direct, indirect or beneficial, other than by mutual fund), directors, officers, members, managers (other than Independent Managers of the Trust), partners, employees, attorneys, counsel, customers or suppliers of the Owners or any of the Owners' Affiliates (the Owners and such Affiliates, "Related Owner Group"); (2) persons related within the second degree of consanguinity (within first cousins and grandparents and grandchildren to any person referred to in Section 7.03 hereofclause (1); or (3) trustees, conservators or receivers for any member of the Related Owner Group; and have prior experience as an independent director for a corporation or other legal entity whose charter documents required the unanimous consent of all independent directors thereof before such entity 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 (the "Independent Managers"). Notwithstanding the foregoing, with respect to each other only, the Independent Managers may be (1) stockholders (whether direct, indirect or beneficial), directors, officers, members, partners, employees, attorneys, counsel, customers or suppliers of the same legal entity or any of the foregoing's Affiliates (the "Related Independent Manager Group"); and (2) persons related to any person referred to in clause (1) of this paragraph. The Owners shall cause the Board shall of Managers at all times to have at least two individuals who are Independent Managers (who, except as defined in aforesaid, will be elected by the Owners pursuant to Article IV, Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% 3 of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyBylaws. To the fullest extent permitted by 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 CompanyTrust, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to involving the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or 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 misconductTrust. No resignation or removal of an Independent Manager, and no appointment election of a successor Independent Manager, shall be effective until such the successor Independent Manager shall have executed accepted his or her election by a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Managerwritten instrument. All right, power and authority of the Independent Managers 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 and the Independent Managers shall otherwise have no authority to bind the CompanyAgreement. No Independent Manager shall at any time serve as trustee or examiner in the bankruptcy case for any Affiliate of the CompanyTrust.

Independent Managers. Of The Managing Member shall cause the authorized number of Managers provided in Section 7.03 hereof, the Board shall LLC at all times to have at least two individuals who are (2) Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without appointed by the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyManaging Member. To the fullest extent permitted by 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 Company, including LLC and its creditors, respective creditors in acting or otherwise voting on the matters referred in connection with this Agreement. No Independent Manager shall, with regard to any action to be taken under or in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties connection with this Agreement, owe a fiduciary duty or other obligation to the Member nor to any successor member (except as may be specifically required by the statutory law of the applicable jurisdiction) and the Company’s creditors solely every member, including each successor member, shall consent to the extent foregoing by virtue of their respective economic interests such member’s 381770 v3/RE 10 acquisition of a limited liability company interest in the Company but excluding (i) all other interests of the MemberLLC, (ii) the interests of other Affiliates of the Company, and (iii) the interests no further act or deed of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties member being required to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingevidence such consent. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an An Independent Manager shall not may be liable to the Company, the Member or 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. No resignation or removal of an Independent Manager, removed and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, Manager will be filled as soon as practicable, appoint a practicable as determined by the Managing Member. No appointment of successor Independent ManagerManagers shall be effective until such successors (a) shall have accepted their appointment as Independent Managers by a written instrument (other than the Initial Independent Managers, who, by their execution hereof, have accepted such appointment) and (b) shall have executed a counterpart of this Agreement. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in Sections 4.5 and 6.6 of this Agreement Agreement. Except as provided in the second and the third sentences of this Section 2.8, in exercising their rights and performing their duties under this Agreement, all Independent Managers shall otherwise have no authority a fiduciary duty of loyalty and care similar to bind that of a director of a business corporation organized under the CompanyGeneral Corporation Law of the State of Delaware. No Independent Manager Managers shall at any time serve as trustee in bankruptcy for any Affiliate of the CompanyLLC. Each Independent Manager is hereby designated a “manager” of the LLC within the meaning of Section 18-101(10) of the Act.

Independent Managers. Of Two of the authorized number members of the Board of Managers provided shall be Managers who are not and for the prior five years have not been (1) stockholders (whether direct, indirect or beneficial, other than by mutual fund), directors, officers, members, managers (other than Independent Managers of the Trust), partners, employees, attorneys, counsel, customers or suppliers of the Owners or any of the Owners’ Affiliates (the Owners and such Affiliates, “Related Owner Group”); (2) persons related within the second degree of consanguinity (within first cousins and grandparents and grandchildren to any person referred to in Section 7.03 hereofclause (1); or (3) trustees, conservators or receivers for any member of the Related Owner Group; and have prior experience as an independent director for a corporation or other legal entity whose charter documents required the unanimous consent of all independent directors thereof before such entity 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 (the “Independent Managers”). Notwithstanding the foregoing, with respect to each other only, the Independent Managers may be (1) stockholders (whether direct, indirect or beneficial), directors, officers, members, partners, employees, attorneys, counsel, customers or suppliers of the same legal entity or any of the foregoing’s Affiliates (the “Related Independent Manager Group”); and (2) persons related to any person referred to in clause (1) of this paragraph. The Owners shall cause the Board shall of Managers at all times to have at least two individuals who are Independent Managers (who, except as defined in aforesaid, will be elected by the Owners pursuant to Article IV, Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% 3 of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating AgencyBylaws. To the fullest extent permitted by 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 CompanyTrust, including its respective creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to involving the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or 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 misconductTrust. No resignation or removal of an Independent Manager, and no appointment election of a successor Independent Manager, shall be effective until such the successor Independent Manager shall have executed accepted his or her election by a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Managerwritten instrument. All right, power and authority of the Independent Managers 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 and the Independent Managers shall otherwise have no authority to bind the CompanyAgreement. No Independent Manager shall at any time serve as trustee or examiner in the bankruptcy case for any Affiliate of the CompanyTrust.