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<br />"Independent Person" means an individual who (i) is not and has not been for at
<br />least five (5) years: (A) a stockholder, director, officer, employee, partner, member,
<br />attorney or counsel of Borrower, SPC Member or any Affiliate of either of them (each
<br />of Borrower, SPC Member or any Affiliate of either ofthem, a "Business P "); (B)
<br />a customer, supplier or other person or entity who derives its purchases or revenues
<br />(other than any fee paid to such person as compensation for such director to serve as
<br />an Independent Person) from its activities with any Business Party; (C) a person or
<br />entity controlling or under common control with any such stockholder, partner,
<br />member, director, officer, attorney, counsel or Business Party; or (D) a member of the
<br />immediate family of any such stockholder, director, .officer, employee, partner,
<br />member, attorney, counsel or Business Party and (ii) has (A) prior experience as an
<br />independent director or manager for a corporation or limited liability company whose
<br />charter documents required the unanimous consent of all independent directors or
<br />managers thereof before such corporation or limited liability company could consent
<br />to the institution of bankruptcy or insolvency proceedings against it or could file a
<br />petition seeking relief under any applicable federal or state law relating to bankruptcy,
<br />and (B) at least three years of employment experience with one or more entities that
<br />provide, in the ordinary course of their respective businesses, advisory, management
<br />or placement services to issuers of or borrowers under securitization or structured
<br />finance instruments, agreements or securities.
<br />As used herein, "Affiliate" shall have the same meaning as now defined in § 101
<br />of the Bankruptcy Code (but when applied with respect to Borrower shall include all
<br />"insiders" of Borrower, as such term is now defined in § 101 of the Bankruptcy Code),
<br />except that the percentage of direct or indirect legal or beneficial interest required to be
<br />held by the relevant entity shall be ten percent (10%), not twenty percent (20%).
<br />As used herein, "Person" shall mean a natural person, corporation, limited
<br />partnership, general partnership, business trust, limited liability company or other farm
<br />of association.
<br />(t) Borrower shall not cause or permit the board of directors or board of managers, as
<br />applicable, of Borrower or the SPC Member, as applicable, to take any action
<br />which, under the terms of any certificate of incorporation, by-laws, voting trust
<br />agreement with respect to any common stock or other economic ownership
<br />interest, or limited liability company agreement requires the unanimous vote of
<br />the board of directors or board of managers, as applicable, of Borrower or the
<br />general partners of Borrower or the SPC Member, as applicable, unless at the time
<br />of such action there shall be at least one member who is an Independent Person.
<br />(u) Borrower shall not permit an Independent Person in its management to be
<br />replaced without ten (10) Business Days advance written notice to Lender, and
<br />any proposed replacement Independent Person shall be subject to the prior
<br />approval of Lender, in its sole discretion.
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