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<br />partnership, at least one general partner of Borrower shall at all times satisfy the
<br />covenants made with respect to Borrower in this paragraph 20 (the "Special
<br />Purpose General Partner").
<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,
<br />member, attorney or counsel of Borrower, SPC Member or any Affiliate of either
<br />of them (each of Borrower, SPC Member or any Affiliate of either of them, a
<br />"Business Party"); (B) a customer, supplier or other person or entity who derives
<br />its purchases or revenues (other than any fee paid to such person as compensation
<br />for such director to serve as an Independent Person) from its activities with any
<br />Business Party; (C) a person or entity controlling or under common control with
<br />any such stockholder, partner, member, director, officer, attorney, counsel or
<br />Business Party; or (D) a member of the immediate family of any such
<br />stockholder, director, officer, employee, partner, member, attorney, counsel or
<br />Business Party and (ii) has (A) prior experience as an independent director or
<br />manager for a corporation or limited liability company whose charter documents
<br />required the unanimous consent of all independent directors or managers thereof
<br />before such corporation or limited liability company could consent to the
<br />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
<br />bankruptcy, and (B) at least three years of employment experience with one or
<br />more entities that provide, in the ordinary course of their respective businesses,
<br />advisory, management or placement services to issuers of or harrowers under
<br />securitization or structured finance instruments, agreements or securities.
<br />As used herein, "Affiliate" shall have the same meaning as now defined in § 1 O1
<br />of the Bankruptcy Code (but when applied with respect to Borrower shall include
<br />all "insiders" of Borrower, as such term is now defined in § 1 O l of the Bankruptcy
<br />Cade), except that the percentage of direct or indirect legal or beneficial interest
<br />required to be held by the relevant entity shall be ten percent (10%), not twenty
<br />percent (20%).
<br />As used herein, "Ferson" shall mean a natural person, corporation, limited
<br />partnership, general partnership, business trust, limited liability company ar other
<br />form 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 SFC Member, as applicable, to take any action
<br />which, under the terms of any certificate of incozparation, 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.
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