Common use of Independent Manager Clause in Contracts

Independent Manager. Not fewer than one member of the Seller’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes of this clause (c), “Parent Group” means (i) the Parent, the Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). 91 The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.

Independent Manager. Not fewer than Without limiting anything in the Borrower LLC Agreement, the Borrower shall at all times, except while an Unexpected Replacement is being obtained as provided herein and in the Borrower LLC Agreement, maintain at least one member independent manager who (A) for the five year period prior to his or her appointment as independent manager has not been, and during the continuation of the Seller’s board of managers his or directors (the “Independent Manager”) shall be a natural person who her service as independent manager is not: (i) has never beena stockholder (or other interest holder, and shall at no time be, an equityholderincluding membership interests), director, officer, manager, membertrustee, employee, partner, officer member, attorney or employee, of any member counsel of the Parent Group Borrower, the Collateral Servicer or any of their Affiliates; (ii) a creditor, customer or supplier (other than as hereinafter defineda supplier of registered agent or registered office services) of Borrower or any of its Affiliates (other than his or her service services as an Independent Manager of the Seller or an independent manager or special member of any Borrower or other bankruptcy-remote special purpose entity formed for the sole purpose of securitizingAffiiliates that are structured to be “bankruptcy remote”), or facilitating other Person who derives any of its purchases or revenues from its activities with, the securitization ofBorrower, financial assets the Collateral Servicer or any of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), their Affiliates; (iii) is not a Person controlling or under common control with any member of the immediate family of a person described in Person excluded from serving as independent manager under clause (i) or (ii) above, and ; or (iv) has a member of the immediate family by blood or marriage of any Person excluded from serving as independent manager under clause (xi), (ii) prior experience or (iii) above; and (B) is a Professional Independent Manager (as defined below). The criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. A natural person who satisfies the Independent Manager Criteria other than clause (i) above solely by reason of being the independent director or independent manager of a Special Purpose Entity affiliated with the Borrower shall not be disqualified from serving as an independent manager for of the Borrower if such individual is a corporation or limited liability company whose organizational or charter documents required Professional Independent Manager. A natural person who satisfies the unanimous consent Independent Manager Criteria other than clause (ii) above shall not be disqualified from serving as an independent manager of all independent managers thereof before the Borrower if such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file individual is a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLCProfessional Independent Manager. For purposes of this clause (c), “Parent Group” means (i) the Parent, the Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). 91 The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.Section 5.02(u):

Independent Manager. Not fewer than one member of the Seller’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes of this clause (c), “Parent Group” means (i) the Parent, the Master Servicer, the Indemnification Performance Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one ten (110) Business DayDays after the happening of such event) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). 91 The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Performance Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.

Independent Manager. Not fewer than one member of the Seller’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (iii) is not any member of the immediate family of a person described in (i) or (ii) above, and (iv) has (x) prior experience as an independent manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLC. For purposes of this clause (c), “Parent Group” means (i) the Parent, the Master Servicer, the Indemnification Performance Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). 91 The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Performance Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.

Independent Manager. Not fewer than As stated herein, the Company’s Managers shall include one member of (1) Independent Manager reasonably satisfactory to Lender. The Company’s initial Independent Manager is the Seller’s board of managers or directors (the person set forth and designated on Exhibit “C” attached hereto. An “Independent Manager”” (including the Independent Manager set forth on Exhibit “C” attached hereto) shall be mean a manager of the Company who is a natural person who (i) has never beenis not at the time of initial appointment, and shall or at no any time be, an equityholder, director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service while serving as an Independent Manager of the Seller or an independent Company, and has not been at any time during the preceding five (5) years: (i) a stockholder, manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller Company), officer, trustee, employee, partner, member, director, attorney or an independent manager counsel of Member, the Company, any Affiliate of either of them or any direct or indirect parent of either of them, (ii) a creditor, customer, supplier or other bankruptcy-remote special purpose entity formed for Person who derives any of its purchases or revenues from its activities with the sole purpose Company, Member or any Affiliate of securitizing, or facilitating the securitization of, financial assets either of any member or members of the Parent Group)them, (iii) is not a Person or other entity controlling or under common Control with any such stockholder, partner, customer, supplier or other Person, or (iv) a member of the immediate family by blood or marriage of a person described in (i) any such stockholder, director, officer, trustee, employee, partner, customer, supplier or (ii) aboveother Person; provided, and (iv) has (x) prior experience however, that an individual who otherwise satisfies the foregoing shall not be disqualified from serving as an Independent Manager of the Company if such individual is at the time of initial appointment, or at any time while serving as an Independent Manager of the Company, an independent director, member or manager for provided by a corporation or limited liability nationally-recognized company whose organizational or charter documents required the unanimous consent of all that provides professional independent directors and managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, and other corporate services in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and its business (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLCa “Professional Independent Manager”). For purposes of this clause (c), “Parent Group” means A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the Parent, independent manager of a “special purpose entity” affiliated with the Master Servicer, Company shall not be disqualified from serving as an Independent Manager of the Indemnification Guarantor and each Originator, Company if such individual is either (iia) each person a Professional Independent Manager or (b) the fees that directly or indirectly, owns or controls, whether beneficially, or such individual earns from serving as a trustee, guardian or other fiduciary, independent manager of affiliates of the Company constitute in the aggregate less than five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such personindividual’s officers, directors, managers, joint venturers and partnersannual income. For Notwithstanding the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this immediately preceding sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new an Independent Manager may not simultaneously serve as Independent Manager of the SellerCompany and independent manager of a special purpose entity that owns a direct or indirect equity interest in the Company or a direct or indirect interest in any co-borrower with the Company. For purposes of this paragraph, which notice shall be given not later than ten (10) Business Days prior a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to the date such appointment provisions contained in Section 12.3 of this Agreement. No resignation or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity removal of the existing an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have accepted his or the failure of such Independent Manager to satisfy the criteria for her appointment as an Independent Manager set forth by a written instrument, which may be a counterpart signature page to this Agreement. In the event of a vacancy in this clause (c)the position of Independent Manager, in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written noticeMember shall, certify to the Administrative Agent that the as soon as practicable, appoint a successor Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c)Manager. 91 The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the No Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for any affiliate of the SellerCompany. When the term “Independent Manager” or “Independent Director” is used with respect to the director or manager of an entity other than the Company (whether such term is capitalized or not), the Parentdefinition of such term shall be the same as the foregoing, except that the Indemnification Guarantorname of such other entity shall be substituted for “the Company” throughout the foregoing definition. The Independent Manager is the intended beneficiary of this Agreement, any Originatorand the Member confirms that this Agreement is a legal, valid and binding agreement of the Master Servicer or any of their respective AffiliatesMember, enforceable against the Member by the Independent Manager.

Independent Manager. Not fewer than one member of the Seller’s board of managers or directors (the “Independent Manager”) " shall be mean a natural person who is not at the time of initial appointment and has not been at any time during the preceding five (i5) has never been, years and shall at no time be, not be while serving as an equityholderIndependent Manager: (a) an officer, director, officeremployee, partner, manager, member, partner, officer stockholder or employee, of any member beneficial-interest holder of the Parent Group (as hereinafter defined) Company or any Affiliate (other than his or her service as an Independent Manager of the Seller or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizingmanager, independent director, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any special member of the Parent Group Company); (b) a creditor, customer, supplier or other Person who derives any of its purchases or revenues (other than his any fee the Independent Manager or her service the entity which employs the Independent Manager receives from (i) serving as an Independent Manager of the Seller Company; or an independent manager of (ii) normal corporate services) from its activities with the Company; (c) a Person or other entity Controlling or under common Control with any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, such Person described in (a) or facilitating the securitization of, financial assets of any member (b) above; or members of the Parent Group), (iiid) is not any a member of the immediate family of a any such officer, director, employee, partner, manager, member, stockholder, or beneficial-interest holder of the Company or creditor, customer, supplier or special member of the Company. A natural person described in who satisfies the foregoing definition other than subparagraph (ib) or (ii) above, and (iv) has (x) prior experience shall not be disqualified from serving as an Independent Manager of the Company if such individual is an independent manager for director provided by a corporation or limited liability nationally recognized company whose organizational or charter documents required the unanimous consent of all that provides professional independent managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against managers/directors (a "Professional Independent Director") and it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y) at least three years of employment experience with one or more entities that provide, also provides other corporate services in the ordinary course of their respective businesses, advisory, management its business. A natural person who otherwise satisfies the foregoing definition except for being the independent director of a "special purpose entity" affiliated with the Company that does not own a direct or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust indirect equity interest in the Company or Citadel SPV (USA) LLC. For purposes any co-borrower shall not be disqualified from serving as an Independent Manager of this clause (c), “Parent Group” means the Company if such individual is either (i) the Parent, the Master Servicer, the Indemnification Guarantor and each Originator, a Professional Independent Director or (ii) each person the fees that directly or indirectly, owns or controls, whether beneficially, or such individual earns from serving as a trustee, guardian or other fiduciary, independent director of Affiliates of the Company constitute in the aggregate less than five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partnersindividual's annual income. For Notwithstanding the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this immediately preceding sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new an Independent Manager may not simultaneously serve as Independent Manager of the SellerCompany and independent director of a special purpose entity that owns a direct or indirect equity interest in the Company or in any co-borrower with the Company. For purposes of this paragraph, which notice shall be given not later than ten (10) Business Days prior a "special purpose entity" is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve the date such appointment or election would be effective (except when such election or appointment is necessary Company's separateness that are substantially similar to fill a vacancy caused by the death, disability, or incapacity those of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). 91 The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the Seller, the Parent, the Indemnification Guarantor, any Originator, the Master Servicer or any of their respective AffiliatesCompany.

Independent Manager. Not fewer than one member of the SellerBorrower’s board of managers or directors (the “Independent Manager”) shall be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer officer, employee or employeeassociate, or any relative of the foregoing, of any member of the Parent Zebra Group (as hereinafter defined) (other than his or her service as an Independent Manager of the Seller Borrower or an independent director or manager of any other bankruptcy-remote bankruptcy‑remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Zebra Group), (ii) is not a customer or supplier of any member of the Parent Zebra Group (other than his or her service as an Independent Manager of the Seller Borrower or an independent director or manager of any other bankruptcy-remote bankruptcy‑remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Zebra Group), (iii) is not any member of the immediate family of a person described in clauses (i) or (ii) above, and (iv) has (x) prior experience as an independent director or manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, bankruptcy and (y) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust Company or Citadel SPV (USA) LLCsecurities. For purposes of this clause (c), “Parent Zebra Group” means shall mean (i) the Parent, the Master Servicer, the Indemnification Performance Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock ownership in the ParentZebra, (iii) each person that controls, is controlled by or is under common control with the Parent Zebra and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes of this definition, “control” of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller Borrower shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the SellerBorrower, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (c), in which case the Seller Borrower shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). 91 The SellerBorrower’s Limited Liability Company Operating Agreement shall provide that: (A) the SellerBorrower’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller Borrower unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for the SellerBorrower, the Parent, the Indemnification Performance Guarantor, any Originator, the Master Servicer or any of their respective Affiliates.

Independent Manager. Not fewer than As stated herein, the Company’s Board of Managers shall include one member of Independent Manager reasonably satisfactory to Lender. The Company’s initial Independent Manager is the Seller’s board of managers or directors (the person set forth and designated on Exhibit “C” attached hereto. An “Independent Manager”” (including the Independent Manager set forth on Exhibit “C” attached hereto) shall be mean a manager of the Company who is a natural person who (i) has never beenis not at the time of initial appointment, and shall or at no any time be, an equityholder, director, officer, manager, member, partner, officer or employee, of any member of the Parent Group (as hereinafter defined) (other than his or her service while serving as an Independent Manager of the Seller or an independent Company, and has not been at any time during the preceding five (5) years: (i) a stockholder, manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Manager of the Seller Company), officer, employee, partner, member, director, attorney or an independent manager of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization of, financial assets of any member or members counsel of the Parent Group)Company, the Member, any Affiliate of either of them or any direct or indirect parent of either of the Company, (ii) a creditor, customer, supplier or other Person who derives any of its purchases or revenues from its activities with the Company, the Member or any Affiliate of either of them, (iii) is not a Person controlling or under common Control with any such stockholder, partner, customer, supplier or other Person, or (iv) a member of the immediate family of a person described in (i) any such stockholder, director, officer, employee, partner, customer, supplier or (ii) aboveother Person; provided, and (iv) has (x) prior experience that an individual who otherwise satisfies the foregoing shall not be disqualified from serving as an Independent Manager of the Company if such individual is at the time of initial appointment, or at any time while serving as an Independent Manager of the Company, an independent director, member or manager for of a corporation “special purpose entity” affiliated with the Company if such individual is an independent director or limited liability manager provided by a nationally-recognized company whose organizational or charter documents required the unanimous consent of all that provides professional independent directors and managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file (a petition seeking relief under any applicable federal or state law relating to bankruptcy, (y“Professional Independent Manager”) at least three years of employment experience with one or more entities that provide, and other corporate services in the ordinary course of their respective businessesits business. Notwithstanding the immediately preceding sentence, advisory, management an Independent Manager may not simultaneously serve as Independent Manager of the Company and independent manager of a special purpose entity that owns a direct or placement services to issuers of securitization or structured finance instruments, agreements or securities and (z) is employed by Global Securitization Services, LLC, Lord Securities Corporation, AMACAR Group LLC, CT Corporation, Corporation Service Company, Delaware Trust indirect equity interest in the Company or Citadel SPV (USA) LLCa direct or indirect interest in any co-borrower with the Company. For purposes of this clause (c)paragraph, a “Parent Groupspecial purpose entity” means (i) is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to the Parent, the Master Servicer, the Indemnification Guarantor and each Originator, (ii) each person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent and (iv) each of such person’s officers, directors, managers, joint venturers and partners. For the purposes Special Purpose Provisions of this definition, “control” Agreement. No resignation or removal of a person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse. The Seller shall (A) give written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Manager of the Seller, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have accepted his or the failure of such Independent Manager to satisfy the criteria for her appointment as an Independent Manager set forth by a written instrument, which may be a counterpart signature page to this Agreement. In the event of a vacancy in this clause (c)the position of Independent Manager, in which case the Seller shall provide written notice of such election or appointment within one (1) Business Day) and (B) with any such written noticeMember shall, certify to the Administrative Agent that the as soon as practicable, appoint a successor Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c)Manager. 91 The Seller’s Limited Liability Company Agreement shall provide that: (A) the Seller’s board of managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the No Independent Manager shall approve the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an Independent Manager cannot be amended without the prior written consent of the Independent Manager. The Independent Manager shall not at any time serve as a trustee in bankruptcy for any Affiliate of the SellerCompany. When the term “Independent Manager” or “Independent Director” is used with respect to the director or manager of an entity other than the Company (whether such term is capitalized or not), the Parentdefinition of such term shall be the same as the foregoing, except that the Indemnification Guarantorname of such other entity shall be substituted for “the Company” throughout the foregoing definition. The Independent Manager is an intended beneficiary of this Agreement, any Originatorand the Member confirms that this Agreement is a legal, valid and binding agreement of the Master Servicer or any of their respective AffiliatesMember, enforceable against the Member by the Independent Manager.