Common use of Independent Manager Clause in Contracts

Independent Manager. A natural person and (ii) a Person who (A) shall not have been at the time of such Person’s appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager of the Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 hereto. Initial Collection Account: An Eligible Account in the name of the Indenture Trustee, in which no other amounts other than as set forth in Section 4.2(a) may be deposited, which amounts shall be transferred within one (1) Business Day of deposit to the Collection and Funding Account.

Independent Manager. A natural person (a) The organizational documents of Borrower shall provide that at all times there shall be, and Borrower shall cause there to be, at least two duly appointed members of the board of managers (iieach an "INDEPENDENT MANAGER") a Person who (A) shall of Borrower reasonably satisfactory to Lender each of whom are not have been at the time of such Person’s individual's initial appointment, and may shall not have been at any time during the preceding five (5) years years, and shall not be at any time while serving as long as such Person is an Independent Manager a manager of the Depositor Borrower, either (1i) a direct shareholder (or indirect legal other equity owner) of, or beneficial owner an officer, director, partner, manager, member (other than as a Special Member in such entity the case of single member Delaware limited liability companies), employee, attorney or counsel of, Borrower or any of its Affiliatesshareholders, partners, members, subsidiaries or affiliates; (2ii) a membercustomer or creditor of, or supplier to, Borrower or any of its respective shareholders, partners, members, subsidiaries or affiliates who derives any of its purchases or revenue from its activities with Borrower or any Affiliate of any of them; (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any directormanager, member, partneremployee, shareholder supplier, creditor or supplier of any of the Independent Parties customer; or (5iv) a member of the immediate family of any director, member, partner, such shareholder, officer, director, partner, manager, employee member, employee, supplier, creditor or supplier customer. (b) The organizational documents of Borrower shall provide that the board of managers of Borrower shall not take any action which, under the terms of any certificate of organization, operating agreement or any voting trust agreement with respect to any membership interests, requires a unanimous vote of the board of managers of Borrower unless at the time of such action there shall be at least two members of the board of managers who are Independent PartiesManagers. Borrower shall not will not, without the unanimous written consent of its board of managers including each Independent Manager, on behalf Borrower, (Bi) has prior experience as an independent director file or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution filing of bankruptcy any petition, either voluntary or insolvency proceedings against it or could file a petition seeking relief under involuntary, to take advantage of any applicable federal Creditors Rights Laws; (ii) seek or state law relating to bankruptcy and (C) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 hereto. Initial Collection Account: An Eligible Account in the name of the Indenture Trustee, in which no other amounts other than as set forth in Section 4.2(a) may be deposited, which amounts shall be transferred within one (1) Business Day of deposit consent to the Collection and Funding Accountappointment of a receiver, liquidator or any similar official; (iii) take any action that might cause such entity to become insolvent; or (iv) make an assignment for the benefit of creditors.

Independent Manager. A natural person (a) The organizational documents of Borrower shall provide that at all times there shall be, and Borrower shall cause there to be, at least two duly appointed members of the board of managers (iieach an “Independent Manager”) a Person who (A) shall of Borrower reasonably satisfactory to Lender each of whom are not have been at the time of such Personindividual’s initial appointment, and may shall not have been at any time during the preceding five (5) years years, and shall not be at any time while serving as long as such Person is a manager of Borrower, either (i) a shareholder (or other equity owner) of, or an officer, manager (other than an Independent Manager of Borrower or an Affiliate or other similar capacity), partner, director, member (other than as a Special Member of Borrower or an Affiliate in the Depositor (1) a direct case of single member Delaware limited liability companies), employee, attorney or indirect legal or beneficial owner in such entity counsel of, Borrower or any of its shareholders, partners, members, subsidiaries or Affiliates, ; (2ii) a membercustomer or creditor of, or supplier to, Borrower or any of its respective shareholders, partners, members, subsidiaries or affiliates who derives any of its purchases or revenue from its activities with Borrower or any Affiliate of any of them (provided that an Independent Manager can be an employee of an entity providing corporate services and independent managers in the ordinary course of business); (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any directormanager, member, partneremployee, shareholder supplier, creditor or supplier of any of the Independent Parties customer; or (5iv) a member of the immediate family of any director, member, partner, such shareholder, officer, managermanager (other than an Independent Manager of Borrower or an Affiliate or other similar capacity), employee partner, director, member (other than as a Special Member of Borrower or supplier an Affiliate in the case of single member Delaware limited liability companies), employee, supplier, creditor or customer. (b) The organizational documents of Borrower shall provide that the board of managers of Borrower shall not take any action which, under the terms of any certificate of organization, operating agreement or any voting trust agreement with respect to any membership interests, requires a unanimous vote of the board of managers of Borrower unless at the time of such action there shall be at least two members of the board of managers who are Independent PartiesManagers. Borrower shall not will not, without the unanimous written consent of its board of managers including each Independent Manager, on behalf Borrower, (Bi) has prior experience as an independent director file or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution filing of bankruptcy any petition, either voluntary or insolvency proceedings against it or could file a petition seeking relief under involuntary, to take advantage of any applicable federal Creditors Rights Laws; (ii) seek or state law relating to bankruptcy and (C) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 hereto. Initial Collection Account: An Eligible Account in the name of the Indenture Trustee, in which no other amounts other than as set forth in Section 4.2(a) may be deposited, which amounts shall be transferred within one (1) Business Day of deposit consent to the Collection and Funding Accountappointment of a receiver, liquidator or any similar official; or (iii) make an assignment for the benefit of creditors.

Independent Manager. A natural person and (iia) The organizational documents of Borrower (to the extent Borrower is a Person corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two (2) duly appointed independent directors or managers of such entity (each, an “Independent Manager”) who each shall (AI) shall not have been at the time of each such Personindividual’s initial appointment, and may shall not have been at any time during the preceding five (5) years years, and shall not be at any time while serving as long as such Person is an Independent Manager of the Depositor Manager, (1i) a direct shareholder (or indirect legal other equity owner) of, or beneficial owner an officer, director (other than in such entity its capacity as Independent Manager), partner, member or employee of, Borrower, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or Affiliates, (2ii) a membercustomer of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates, (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partneremployee supplier, shareholder customer or supplier of any of the Independent Parties or other Person, (5iv) a member of the immediate family of any director, member, partner, such shareholder, officer, managerdirector, employee partner, member, employee, supplier, customer or supplier other Person or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates; (II) have, at the Independent Partiestime of their appointment, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has had at least three (3) years experience in serving as an independent director and (III) be employed by, in good standing with and engaged by Borrower in connection with, in each case, an Approved ID Provider. Notwithstanding the foregoing, no Independent Manager shall also serve as an Independent Manager (as such term is defined in the Mortgage Loan Agreement or the Mezzanine B Loan Agreement, as applicable) for Mortgage Borrower, Mezzanine B Borrower or any SPE Component Entity (as such term is defined in the Mortgage Loan Agreement or the Mezzanine B Loan Agreement, as applicable) of employment experience with one Mortgage Borrower or more entities Mezzanine B Borrower. A natural person who satisfies the foregoing definition of the “Independent Manager” other than clause (I)(ii) shall not be disqualified from serving as an Independent Manager of Borrower or an SPE Component Entity if such individual is an independent director, independent manager or special manager provided by an Approved ID Provider that provideprovides professional independent directors, independent managers and special managers and also provides other corporate services in the ordinary course of their respective businesses, advisory, management its business. (b) The organizational documents of Borrower and each SPE Component Entity shall further provide that (I) the board of directors or placement services to issuers managers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding Borrower and each SPE Component Entity (if any) and the terms and provisions constituent equity owners of clause such entities (ii)(A)(1) immediately aboveconstituent equity owners, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle “Constituent Members”) shall not preclude such owner from being an Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 hereto. Initial Collection Account: An Eligible Account in the name of the Indenture Trustee, in which no other amounts other than as take any action set forth in Section 4.2(a5.1(a)(xvi) may be depositedor any other action which, which amounts under the terms of any organizational documents of Borrower or any SPE Component Entity, requires the vote of the Independent Managers unless, in each case, at the time of such action there shall be transferred within one at least two Independent Managers engaged as provided by the terms hereof and such Independent Managers vote in favor of or otherwise consent to such action; (II) any resignation, removal or replacement of any Independent Manager shall not be effective without (1) prior written notice to Lender and the Rating Agencies (which such prior written notice must be given on the earlier of five (5) days or three (3) Business Day of deposit Days prior to the Collection applicable resignation, removal or replacement) and Funding Account(2) evidence that the replacement Independent Manager satisfies the applicable terms and conditions hereof and of the applicable organizational documents (which such evidence must accompany the aforementioned notice); (III) to the fullest extent permitted by applicable law, including Section 18-1101(c) of the Act and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Constituent Members and Borrower and each SPE Component Entity (including Borrower’s and each SPE Component Entity’s respective creditors) in acting or otherwise voting on the matters provided for herein and in Borrower’s and each SPE Component Entity’s organizational documents (which such fiduciary duties to the Constituent Members and Borrower and each SPE Component Entity (including Borrower’s and each SPE Component Entity’s respective creditors), in each case, shall be deemed to apply solely to the extent of their respective economic interests in Borrower or the applicable SPE Component Entity (as applicable) exclusive of (x) all other interests (including, without limitation, all other interests of the Constituent Members), (y) the interests of other Affiliates of the Constituent Members, Borrower and each SPE Component Entity and (z) the interests of any group of Affiliates of which the Constituent Members, Borrower or any SPE Component Entity is a part)); (IV) other than as provided in subsection (III) above, the Independent Managers shall not have any fiduciary duties to any Constituent Members, any directors of Borrower or any SPE Component Entity or any other Person; (V) the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing under applicable law; (VI) to the fullest extent permitted by applicable law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to Borrower, any SPE Component Entity, any Constituent Member or any other Person for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct; and (VII) except as provided in the foregoing subsections (III) through (VI), the Independent Managers shall, in exercising their rights and performing their duties under the applicable organizational documents, have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

Independent Manager. A natural person The Borrower shall at all times (other than in connection with the resignation, death, incapacity or disability of a current independent manager) maintain at least one independent manager who (A) for the five year period prior to his or her appointment as independent manager has not been, and during the continuation of his or her service as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates that are structured to be “bankruptcy remote”), (ii) a Person who (A) shall not have been at the time of such Person’s appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager significant customer or supplier of the Depositor (1) a direct or indirect legal or beneficial owner in such entity Borrower or any of its Affiliates, (2iii) a member, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent Parties”), (3) a supplier to any of the Independent Parties, (4) a person Person controlling or under common control with any directorpartner, shareholder, member, partnermanager, shareholder Affiliate or supplier of the Borrower or any Affiliate of the Independent Parties Borrower, or (5iv) a any member of the immediate family of any directora Person described in clauses (i), member, partner, shareholder, officer, manager, employee (ii) or supplier (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Independent Parties, Borrower and (B) has prior experience as an independent director or manager for is a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Professional Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 heretoThe criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. Initial Collection Account: An Eligible Account in The Borrower shall notify the name Administrative Agent of any decision to appoint a new manager of the Indenture TrusteeBorrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten days prior to the proposed effective date of such appointment (unless such appointment is due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which no other amounts other than case the Borrower shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person satisfies the Independent Manager Criteria. Except for the appointment of a successor independent manager employed by any of AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord Securities Corporation, Xxxxxxx & Associates or CT Corporation following the death, disability or incapacity of the previous independent manager, the Borrower shall not appoint a new manager as set forth in Section 4.2(a) may be deposited, which amounts shall be transferred within one (1) Business Day of deposit the independent manager without first confirming that such proposed new independent manager is acceptable to the Collection and Funding AccountAdministrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager be removed or expelled except as permitted under the Borrower’s Constituent Documents.

Independent Manager. A natural person The Borrower shall at all times (other than in connection with the resignation, death, incapacity or disability of a current independent manager) maintain at least one independent manager who (A) for the five year period prior to his or her appointment as independent manager has not been, and during the continuation of his or her service as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates that are structured to be “bankruptcy remote”), (ii) a Person who (A) shall not have been at the time of such Person’s appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager significant customer or supplier of the Depositor (1) a direct or indirect legal or beneficial owner in such entity Borrower or any of its Affiliates, (2iii) a member, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent Parties”), (3) a supplier to any of the Independent Parties, (4) a person Person controlling or under common control with any directorpartner, shareholder, member, partnermanager, shareholder Affiliate or supplier of the Borrower or any Affiliate of the Independent Parties Borrower, or (5iv) a any member of the immediate family of any directora Person described in clauses (i), member, partner, shareholder, officer, manager, employee (ii) or supplier (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Independent Parties, Borrower and (B) has prior experience as an independent director or manager for is a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Professional Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 heretoThe criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. Initial Collection Account: An Eligible Account in The Borrower shall notify the name Administrative Agent (which shall notify each Lender) of any decision to appoint a new manager of the Indenture TrusteeBorrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten days prior to the proposed effective date of such appointment (unless such appointment is due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which no other amounts other than case the Borrower shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person satisfies the Independent Manager Criteria. Except for the appointment of a successor independent manager employed by any of AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord Securities Corporation, Xxxxxxx & Associates or CT Corporation following the death, disability or incapacity of the previous independent manager, the Borrower shall not appoint a new manager as set forth in Section 4.2(a) may be deposited, which amounts shall be transferred within one (1) Business Day of deposit the independent manager without first confirming that such proposed new independent manager is acceptable to the Collection and Funding AccountAdministrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager be removed or expelled except as permitted under the Borrower’s Constituent Documents.

Independent Manager. A natural person and (iia) The organizational documents of Borrower (to the extent Borrower is a Person corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two (2) duly appointed independent directors or managers of such entity (each, an “Independent Manager”) who each shall (AI) shall not have been at the time of each such Personindividual’s initial appointment, and may shall not have been at any time during the preceding five (5) years years, and shall not be at any time while serving as long as such Person is an Independent Manager of the Depositor Manager, (1i) a direct shareholder (or indirect legal other equity owner) of, or beneficial owner an officer, director (other than in such entity its capacity as Independent Manager), partner, member or employee of, Borrower, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or Affiliates, (2ii) a membercustomer of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates, (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partneremployee supplier, shareholder customer or supplier of any of the Independent Parties or other Person, (5iv) a member of the immediate family of any director, member, partner, such shareholder, officer, managerdirector, employee partner, member, employee, supplier, customer or supplier other Person or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates; (II) have, at the Independent Partiestime of their appointment, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has had at least three (3) years experience in serving as an independent director and (III) be employed by, in good standing with and engaged by Borrower in connection with, in each case, an Approved ID Provider. Notwithstanding the foregoing, no Independent Manager shall also serve as an Independent Manager (as such term is defined in the applicable Mezzanine Loan Agreement) for any Mezzanine Borrower or any SPE Component Entity (as such term is defined in the applicable Mezzanine Loan Agreement) of employment experience with one any Mezzanine Borrower. A natural person who satisfies the foregoing definition of the “Independent Manager” other than clause (I)(ii) shall not be disqualified from serving as an Independent Manager of Borrower or more entities an SPE Component Entity if such individual is an independent director, independent manager or special manager provided by an Approved ID Provider that provideprovides professional independent directors, independent managers and special managers and also provides other corporate services in the ordinary course of their respective businesses, advisory, management its business. (b) The organizational documents of Borrower and each SPE Component Entity shall further provide that (I) the board of directors or placement services to issuers managers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding Borrower and each SPE Component Entity (if any) and the terms and provisions constituent equity owners of clause such entities (ii)(A)(1) immediately aboveconstituent equity owners, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle “Constituent Members”) shall not preclude such owner from being an Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 hereto. Initial Collection Account: An Eligible Account in the name of the Indenture Trustee, in which no other amounts other than as take any action set forth in Section 4.2(a5.1(a)(xvi) may be depositedor any other action which, which amounts under the terms of any organizational documents of Borrower or any SPE Component Entity, requires the vote of the Independent Managers unless, in each case, at the time of such action there shall be transferred within one at least two Independent Managers engaged as provided by the terms hereof and such Independent Managers vote in favor of or otherwise consent to such action; (II) any resignation, removal or replacement of any Independent Manager shall not be effective without (1) prior written notice to Administrative Agent and the Rating Agencies (which such prior written notice must be given on the earlier of five (5) days or three (3) Business Day of deposit Days prior to the Collection applicable resignation, removal or replacement) and Funding Account(2) evidence that the replacement Independent Manager satisfies the applicable terms and conditions hereof and of the applicable organizational documents (which such evidence must accompany the aforementioned notice); (III) to the fullest extent permitted by applicable law, including Section 18-1101(c) of the Act and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Constituent Members and Borrower and each SPE Component Entity (including Borrower’s and each SPE Component Entity’s respective creditors) in acting or otherwise voting on the matters provided for herein and in Borrower’s and each SPE Component Entity’s organizational documents (which such fiduciary duties to the Constituent Members and Borrower and each SPE Component Entity (including Borrower’s and each SPE Component Entity’s respective creditors), in each case, shall be deemed to apply solely to the extent of their respective economic interests in Borrower or the applicable SPE Component Entity (as applicable) exclusive of (x) all other interests (including, without limitation, all other interests of the Constituent Members), (y) the interests of other Affiliates of the Constituent Members, Borrower and each SPE Component Entity and (z) the interests of any group of Affiliates of which the Constituent Members, Borrower or any SPE Component Entity is a part)); (IV) other than as provided in subsection (III) above, the Independent Managers shall not have any fiduciary duties to any Constituent Members, any directors of Borrower or any SPE Component Entity or any other Person; (V) the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing under applicable law; (VI) to the fullest extent permitted by applicable law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to Borrower, any SPE Component Entity, any Constituent Member or any other Person for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct; and (VII) except as provided in the foregoing subsections (III) through (VI), the Independent Managers shall, in exercising their rights and performing their duties under the applicable organizational documents, have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

Independent Manager. A natural person The Borrower shall at all times (other than in connection with the resignation, death, incapacity or disability of a current independent manager) maintain at least one independent manager who (A) for the five year period prior to his or her appointment as independent manager has not been, and during the continuation of his or her service as independent manager, is not: (i) an employee, manager, member, stockholder, partner or officer of the Borrower or any of its Affiliates (other than his or her service as an independent manager of the Borrower or any of its Affiliates that are structured to be “bankruptcy remote”), (ii) a Person who (A) shall not have been at the time of such Person’s appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager significant customer or supplier of the Depositor (1) a direct or indirect legal or beneficial owner in such entity Borrower or any of its Affiliates, (2iii) a member, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent Parties”), (3) a supplier to any of the Independent Parties, (4) a person Person controlling or under common control with any directorpartner, shareholder, member, partnermanager, shareholder Affiliate or supplier of the Borrower or any Affiliate of the Independent Parties Borrower, or (5iv) a any member of the immediate family of any directora Person described in clauses (i), member, partner, shareholder, officer, manager, employee (ii) or supplier (iii); provided that an independent manager may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Independent Parties, Borrower and (B) has prior experience as an independent director or manager for is a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Professional Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 heretoThe criteria set forth above in this Section 5.02(u) are referred to herein as the “Independent Manager Criteria”. Initial Collection Account: An Eligible Account in The Borrower shall notify the name Administrative Agent (which shall notify each Lender) of any decision to appoint a new manager of the Indenture TrusteeBorrower as the “independent manager” for purposes of this Agreement, such notice shall be delivered not less than ten days prior to the proposed effective date of such appointment (unless such appointment is due to the resignation, death, incapacity, disability or unwillingness to serve of the prior independent manager, in which no other amounts other than case the Borrower shall deliver notice promptly upon identifying the successor independent manager) and shall certify that the designated Person satisfies the Independent Manager Criteria. Except for the appointment of a successor independent manager employed by any of AMACAR Group LLC, Citadel SPV, Global Securitization Services, LLC, Lord Securities Corporation, Pxxxxxx & Associates or CT Corporation following the death, disability or incapacity of the previous independent manager, the Borrower shall not appoint a new manager as set forth in Section 4.2(a) may be deposited, which amounts shall be transferred within one (1) Business Day of deposit the independent manager without first confirming that such proposed new independent manager is acceptable to the Collection and Funding AccountAdministrative Agent as evidenced in a writing executed by the Administrative Agent. In no event shall any Independent Manager be removed or expelled except as permitted under the Borrower’s Constituent Documents.

Independent Manager. A natural person and (ii) a Person who (A) At all times, one of the members of the Board of Managers shall be an Independent Manager. The Trust shall not have been be permitted to take any action requiring the consent of the Independent Manager if at the time of taking such Person’s appointmentaction there is no Independent Manager then serving on the Board of Managers. The Owners shall cause the Board of Managers at all times to have at least one Independent Manager who, except as aforesaid, will be elected by the Owners pursuant to Article IV, Section 3 of the Bylaws. To the fullest extent permitted by the Act, and may notwithstanding any duty otherwise existing at law or in equity, the Independent Manager shall consider only the interests of the Trust, including its creditors, in acting or otherwise voting on the matters involving the Trust. Except for duties to the Trust as set forth in the immediately preceding sentence (including duties to the Depositor and the Trust’s creditors solely to the extent of their respective economic interests in the Trust but excluding (i) all other interests of the Depositor, (ii) the interests of other Affiliates of the Trust, and (iii) the interests of any group of Affiliates of which the Trust is a part), the Independent Manager shall not have been at any time during fiduciary duties to the preceding Depositor, any Manager or any other Person bound by this Agreement; provided, however, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, an Independent Manager shall not be liable to the Trust, the Depositor or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. Notwithstanding anything to the contrary contained herein, no election of a successor Independent Manager shall be effective until (a) the Agent is provided not less than five (5) years days prior written notice of such election, such notice to contain a written certificate from the Trust that the designated successor satisfies the criteria set forth in the definition herein of “Independent Manager” and shall not be as long as such Person is an (b) the successor Independent Manager shall have accepted his or her election by a written instrument. In the event of a vacancy in the position of Independent Manager, the Owners shall, as soon as practicable, elect a successor Independent Manager in accordance with the terms of the Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliatesimmediately preceding sentence. All right, (2) a member, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent Parties”), (3) a supplier to any power and authority of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or Manager shall be limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating extent necessary to bankruptcy exercise those rights and (C) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 hereto. Initial Collection Account: An Eligible Account in the name of the Indenture Trustee, in which no other amounts other than as perform those duties specifically set forth in Section 4.2(a) the certificate of trust or this Agreement. Except as provided in the second and third sentences of this Section. 2.04(b)(ii), in exercising his/her rights and performing his/her duties under this Agreement, any Independent Manager shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware. No Independent Manager shall at any time serve as trustee or examiner in the bankruptcy case for any Affiliate of the Trust. For the avoidance of doubt, no Independent Manager may be deposited, which amounts shall be transferred within one (1) Business Day of deposit to removed by the Collection and Funding AccountOwners except in accordance with Section 2.04(b)(iii).

Independent Manager. A natural person and (iia) The organizational documents of Borrower (to the extent Borrower is a Person corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two (2) duly appointed independent directors or managers of such entity (each, an “Independent Manager”) who each shall (AI) shall not have been at the time of each such Personindividual’s initial appointment, and may shall not have been at any time during the preceding five (5) years years, and shall not be at any time while serving as long as such Person is an Independent Manager of the Depositor Manager, (1i) a direct shareholder (or indirect legal other equity owner) of, or beneficial owner an officer, director (other than in such entity its capacity as Independent Manager), partner, member or employee of, Borrower, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or Affiliates, (2ii) a membercustomer of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates, (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partneremployee supplier, shareholder customer or supplier of any of the Independent Parties or other Person, (5iv) a member of the immediate family of any director, member, partner, such shareholder, officer, managerdirector, employee partner, member, employee, supplier, customer or supplier other Person or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates; (II) have, at the Independent Partiestime of their appointment, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has had at least three (3) years experience in serving as an independent director and (III) be employed by, in good standing with and engaged by Borrower in connection with, in each case, an Approved ID Provider. Notwithstanding the foregoing, no Independent Manager shall also serve as an Independent Manager (as such term is defined in the applicable Mezzanine Loan Agreement) for any Mezzanine Borrower or any SPE Component Entity (as such term is defined in the applicable Mezzanine Loan Agreement) of employment experience with one any Mezzanine Borrower. A natural person who satisfies the foregoing definition of the “Independent Manager” other than clause (I)(ii) shall not be disqualified from serving as an Independent Manager of Borrower or more entities an SPE Component Entity if such individual is an independent director, independent manager or special manager provided by an Approved ID Provider that provideprovides professional independent directors, independent managers and special managers and also provides other corporate services in the ordinary course of their respective businesses, advisory, management its business. (b) The organizational documents of Borrower and each SPE Component Entity shall further provide that (I) the board of directors or placement services to issuers managers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding Borrower and each SPE Component Entity (if any) and the terms and provisions constituent equity owners of clause such entities (ii)(A)(1) immediately aboveconstituent equity owners, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle “Constituent Members”) shall not preclude such owner from being an Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 hereto. Initial Collection Account: An Eligible Account in the name of the Indenture Trustee, in which no other amounts other than as take any action set forth in Section 4.2(a5.1(a)(xvi) may be depositedor any other action which, which amounts under the terms of any organizational documents of Borrower or any SPE Component Entity, requires the vote of the Independent Managers unless, in each case, at the time of such action there shall be transferred within one at least two Independent Managers engaged as provided by the terms hereof and such Independent Managers vote in favor of or otherwise consent to such action; (II) any resignation, removal or replacement of any Independent Manager shall not be effective without (1) prior written notice to Administrative Agent and the Rating Agencies (which such prior written notice must be given on the earlier of five (5) days or three (3) Business Day of deposit Days prior to the Collection applicable resignation, removal or replacement) and Funding Account(2) evidence that the replacement Independent Manager satisfies the applicable terms and conditions hereof and of the applicable organizational documents (which such evidence must accompany the aforementioned notice); (III) to the fullest extent permitted by applicable law, including Section 18-1101(c) of the Act and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Constituent Members and Borrower and each SPE Component Entity (including Borrower’s and each SPE Component Entity’s respective creditors) in acting or otherwise voting on the matters provided for herein and in Borrower’s and each SPE Component Entity’s organizational documents (which such fiduciary duties to the Constituent Members and Borrower and each SPE Component Entity (including Borrower’s and each SPE Component Entity’s respective creditors), in each case, shall be deemed to apply solely to the extent of their respective economic interests in Borrower or the applicable SPE Component Entity (as applicable) exclusive of (x) all other interests (including, without limitation, all other interests of the Constituent Members), (y) the interests of other Affiliates of the Constituent Members, Borrower and each SPE Component Entity and (z) the interests of any group of Affiliates of which the Constituent Members, Borrower or any SPE Component Entity is a part)); (IV) other than as provided in subsection (III) above, the Independent Managers shall not have any fiduciary duties to any Constituent Members, any directors of Borrower or any SPE Component Entity or any other Person; (V) the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing under applicable law; (VI) to the fullest extent permitted by applicable law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to Borrower, any SPE Component Entity, any - 95 - Constituent Member or any other Person for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct; and (VII) except as provided in the foregoing subsections (III) through (VI), the Independent Managers shall, in exercising their rights and performing their duties under the applicable organizational documents, have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

Independent Manager. A natural person The Independent Manager shall at all times remain the Independent Manager for so long as obligations under the MFDS Documents are outstanding or until another Independent Manager is appointed acceptable to MFDS and (ii) a Person who (A) the Member. The Independent Manager shall not have been at the time of such Person’s appointmentresign, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager of the Depositor replaced, within one (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or employee business day of the Administrator or date that MFDS provides written verification to the Member and to the Independent Manager that all obligations under the MFDS Documents have been satisfied. Notwithstanding any other provision of its managersthis Agreement, membersso long as obligations are outstanding under the MFDS Documents, partnerswithout the written approval of all parties owning and having any other interest, subsidiariesincluding a security interest, shareholders or Affiliates other than in the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity authorized and issued membership interests (collectivelyherein, "Membership Interest Parties") and the Independent Manager, the “Independent Parties”), (3) a supplier to Company shall not do any of the Independent Partiesfollowing: (a) File, or consent to the filing of, a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to the Company; (4b) a person controlling Take any bankruptcy action, defined as: (i) Taking an action that would result in the Company becoming insolvent; (ii) Commencing any case, proceeding or other action on behalf of the Company under common control with any director, member, partner, shareholder existing or supplier future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors; (iii) Instituting proceedings to have the Independent Parties Company adjudicated as bankrupt or insolvent; (5iv) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent Consenting to the institution of bankruptcy or insolvency proceedings against it the Company; (v) Filing a petition or could file consent to a petition seeking reorganization, arrangement, adjustment, winding-up, dissolution, composition, liquidation or other relief on behalf of the Company of its debts under any applicable federal or state law relating to bankruptcy and bankruptcy; (Cvi) has at least three Seeking or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Company or a substantial portion of its properties; (3vii) years Admitting in writing the Company's inability to pay debts generally as they become due; (viii) Making any assignment for the benefit of employment experience with one the Company's creditors; (c) Dissolve (to the fullest extent permitted by law), liquidate, consolidate, merge or more entities that provide, sell all or substantially all of the assets of the Company; (d) Engage in any business activity other than permitted under Section 2.1; (e) Amend this Agreement or the Certificate of Formation in any respect; and (f) Issue any additional Membership Interests or units thereof or any Membership Certificates. Under no circumstances shall the Independent Manager have any power to directly or indirectly cause a Reinstatement as defined in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 hereto. Initial Collection Account: An Eligible Account in the name of the Indenture Trustee, in which no other amounts other than as set forth in Section 4.2(a) may be deposited, which amounts shall be transferred within one (1) Business Day of deposit to the Collection and Funding AccountModified Building 3 Lease.

Independent Manager. A Not fewer than one member of the Borrower’s board of managers (the “Independent Manager”) shall be a natural person and (ii) a Person who (A) shall for the five-year period prior to his or her appointment as Independent Manager of the Company has not have been at the time of such Person’s appointmentbeen, and may not have been at any time during the preceding five continuation of his or her service as Independent Manager of the Company is not: (5i) years and shall not be an employee, director, equityholder, member, manager, partner or officer of the Company or any of its Affiliates (other than his or her service as long as such Person is an Independent Manager of the Depositor Company or such Affiliate); (1ii) a direct customer or indirect legal or beneficial owner in such entity supplier of the Company or any of its Affiliates, Affiliates who derives a majority of its purchases or revenues from its activities with the Company or its Affiliates (2) a member, officer, director, manager, partner, shareholder other than revenues derived from his or employee her service as an Independent Manager of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent Parties”Company), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder or supplier of any of the Independent Parties ; or (5iii) a any member of the immediate family of any director, member, partner, shareholder, officer, manager, employee a person described in (i) or supplier of the Independent Parties, (ii); and (B) has (i) prior experience as an independent director or manager for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (Cii) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided. The Borrower shall (A) give written notice to the Administrative Agent of the election or appointment, thator proposed election or appointment, notwithstanding of a new Independent Manager of the terms and provisions Borrower, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Manager, or the failure of such Independent Manager to satisfy the criteria for an Independent Manager set forth in this clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 hereto. Initial Collection Account: An Eligible Account in the name of the Indenture Trusteec), in which no other amounts other than as set forth in Section 4.2(a) may be deposited, which amounts case the Borrower shall be transferred provide written notice of such election or appointment within one (1) Business Day of deposit Day) and (B) with any such written notice, certify to the Collection Administrative Agent that the proposed Independent Manager satisfies the criteria for an Independent Manager set forth in this clause (c). The Borrower’s Limited Liability Company Agreement shall provide that: (A) the Borrower’s board of directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless the Independent Manager shall approve the taking of such action in writing before the taking of such action and Funding Account(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 Borrower, the Parent, any Sub-Originator, any Originator, the Servicer or any of their respective Affiliates.

Independent Manager. A As stated herein, the Company’s Managers shall include one (1) Independent Manager reasonably satisfactory to Lender. The Company’s initial Independent Manager is the person set forth and designated on Exhibit “C” attached hereto. An “Independent Manager” (including the Independent Manager set forth on Exhibit “C” attached hereto) shall mean a manager of the Company who is a natural person and (ii) a Person who (A) shall is not have been at the time of such Person’s initial appointment, or at any time while serving as an Independent Manager of the Company, and may has not have been at any time during the preceding five (5) years and shall not be years: (i) a stockholder, manager (other than as long as such Person is an Independent Manager of the Depositor (1) a Company), officer, trustee, employee, partner, member, director, attorney or counsel of Member, the Company, any Affiliate of either of them or any direct or indirect legal parent of either of them, (ii) a creditor, customer, supplier or beneficial owner in such entity or other Person who derives any of its Affiliatespurchases or revenues from its activities with the Company, (2) a member, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor Member or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent Parties”)of either of them, (3iii) a supplier to any of the Independent Parties, (4) a person Person or other entity controlling or under common control Control with any director, membersuch stockholder, partner, shareholder customer, supplier or supplier of any of the Independent Parties other Person, or (5iv) a member of the immediate family by blood or marriage of any such stockholder, director, memberofficer, trustee, employee, partner, shareholdercustomer, officersupplier or other Person; provided, managerhowever, employee or supplier that an individual who otherwise satisfies the foregoing shall not be disqualified from serving as an Independent Manager of the Independent PartiesCompany if such individual is at the time of initial appointment, (B) has prior experience or at any time while serving as an Independent Manager of the Company, an independent director director, member or manager for provided by a corporation or limited liability nationally-recognized company whose charter documents required the unanimous consent of all that provides professional independent directors or and managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has at least three (3) years of employment experience with one or more entities that provide, other corporate services in the ordinary course of their respective businessesits business (a “Professional Independent Manager”). A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the independent manager of a “special purpose entity” affiliated with the Company shall not be disqualified from serving as an Independent Manager of the Company if such individual is either (a) a Professional Independent Manager or (b) the fees that such individual earns from serving as independent manager of affiliates of the Company constitute in the aggregate less than five percent (5%) of such individual’s annual income. Notwithstanding the immediately preceding sentence, advisoryan Independent Manager may not simultaneously serve as Independent Manager of the Company and independent manager of a special purpose entity that owns a direct or indirect equity interest in the Company or a direct or indirect interest in any co-borrower with the Company. For purposes of this paragraph, management a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to the provisions contained in Section 12.3 of this Agreement. No resignation or placement services removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to issuers this Agreement. In the event of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding a vacancy in the terms and provisions position of clause (ii)(A)(1) immediately aboveIndependent Manager, the indirect or beneficial ownership of membership interests Member shall, as soon as practicable, appoint a successor Independent Manager. No Independent Manager shall at any time serve as a trustee in bankruptcy for any affiliate of the Administrator through a mutual fund Company. When the term “Independent Manager” or similar diversified investment vehicle “Independent Director” is used with respect to which the owner does not have discretion director or control over manager of an entity other than the investments held by Company (whether such diversified investment vehicle term is capitalized or not), the definition of such term shall not preclude such owner from being an Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 hereto. Initial Collection Account: An Eligible Account in be the same as the foregoing, except that the name of the Indenture Trustee, in which no such other amounts other than as set forth in Section 4.2(a) may be deposited, which amounts entity shall be transferred within one (1) Business Day substituted for “the Company” throughout the foregoing definition. The Independent Manager is the intended beneficiary of deposit to this Agreement, and the Collection Member confirms that this Agreement is a legal, valid and Funding Accountbinding agreement of the Member, enforceable against the Member by the Independent Manager.

Independent Manager. A natural person and (ii) a Person who (A) shall not have been at the time of such Person’s appointment, and may not have been at any time during the preceding five (5) years and shall not be as long as such Person is an Independent Manager of the Depositor (1) a direct or indirect legal or beneficial owner in such entity or any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates other than the Depositor or any Affiliate thereof that is intended to be structured as a “bankruptcy remote” entity (collectively, the “Independent Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 hereto. Initial Collection AccountIntermediate Transferee: An Eligible Account in Any entity to which Advance Purchaser transfers the name of the Indenture Trustee, in which no other amounts other than as set forth in Section 4.2(a) may be deposited, which amounts shall be transferred within one (1) Business Day of deposit Receivables prior to the Collection and Funding Accounttransfer thereof to the Depositor.

Independent Manager. A natural person The Managing Member shall select and appoint and be entitled to remove and replace the Independent Manager upon a vacancy in such position. The Independent Manager shall at all times hold such position until a successor shall have been appointed by the Managing Member. The Independent Manager as of the date hereof is set forth on Schedule II. In addition to being appointed by the Managing Member in accordance with the preceding sentence, the Independent Manager shall be a Person who is not, and for at least two years prior to such appointment has not been, (i) a director, officer, employee, partner, member or stockholder of any Person owning beneficially, directly or indirectly, any of the outstanding equity interests in the Company, its Members or Affiliates or (ii) a Person who director, officer, employee, *** Indicates material omitted pursuant to a confidential treatment request and filed separately with the Securities and Exchange Commission. partner, member or a stockholder owning more than 1% of the outstanding equity interests in any such beneficial owner's parent, subsidiaries or Affiliates (A) shall not have been at the time of in each case other than such Person’s appointment's capacity as "Independent Manager" or independent manager of the Company, any of its Affiliates or another direct or indirect special purpose subsidiary of the Member). The Independent Manager shall act in its capacity as a manager of the Company with only such duties and may not have been at any time during rights as are expressly set forth in this Agreement. The Independent Manager is hereby designated as a "manager" of the preceding five Company within the meaning of Section 18-101(10) of the Delaware LLC Act with only such duties and rights as are expressly set forth in this Agreement. To the fullest extent permitted by law, the Independent Manager shall consider the interests of the rated debtholders and other creditors of the Company (5other than the Lenders in respect of the Subordinated Debt Facility) years and in making determinations hereunder. The Independent Manager shall not be as long as such Person is an Independent Manager of the Depositor (1) entitled to a direct or indirect legal or beneficial owner in such entity or vote on any of its Affiliates, (2) a member, officer, director, manager, partner, shareholder or employee of the Administrator or any of its managers, members, partners, subsidiaries, shareholders or Affiliates matter other than a determination by the Depositor or any Affiliate thereof that is intended Managing Member to be structured as commence insolvency proceedings, including the commencement of a “bankruptcy remote” entity (collectivelyvoluntary case under the Bankruptcy Code, the “Independent Parties”), (3) a supplier to any of the Independent Parties, (4) a person controlling or under common control with any director, member, partner, shareholder or supplier of any of the Independent Parties or (5) a member of the immediate family of any director, member, partner, shareholder, officer, manager, employee or supplier of the Independent Parties, (B) has prior experience as an independent director or manager for a corporation or limited liability company whose charter documents required the unanimous consent of all independent directors or managers thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (C) has at least three (3) years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities; provided, that, notwithstanding the terms and provisions of clause (ii)(A)(1) immediately above, the indirect or beneficial ownership of membership interests of the Administrator through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Manager. Ineligible Designated Servicing Agreement: Any Designated Servicing Agreement listed on Schedule 6 hereto. Initial Collection Account: An Eligible Account in the name of the Indenture Trustee, in which no other amounts other than Company as set forth in required under Section 4.2(a) may be deposited, which amounts shall be transferred within one (1) Business Day of deposit to the Collection and Funding Account11.4.