Independent Director. Not fewer than one member of the Seller’s board of directors (the “Independent Director”) shall be a natural person who # has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner, officer, employee or associate, or any relative of the foregoing, of any member of the Parent Group (as hereinafter defined) (other than his or her service as an Independent Director of the Seller or an independent director 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), # is not a customer or supplier of any member of the Parent Group (other than his or her service as an Independent Director of the Seller or an independent director 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), # is not any member of the immediate family of a person described in [(i) or (ii) above], and # has # prior experience as an independent director for a corporation or limited liability company whose organizational or charter documents required the unanimous consent of all independent directors 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 # 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. For purposes of this clause (c), “Parent Group” shall mean # the Parent, the Servicer, each Performance Guarantor and each Originator, # 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 membership interests in the Parent, # each person that controls, is controlled by or is under common control with the Parent and # 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 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, # any trust or other estate in which such person serves as trustee or in a similar capacity and # any relative or spouse of a person described in clause (A) or (B) of this sentence, or any relative of such spouse.

Independent Director. For purposes of this Agreement, “Independent Director” means a member of the Board who is not a party to the Proceeding for which a claim is made under this Agreement.

Independent Director. A member of the Board who neither is nor was a party to the Proceeding for which the Indemnitee is making a claim pursuant to this Agreement.

Independent Director. For purposes of this Agreement, “Independent Director” means a member of the Board who is not a party to the Proceeding for which a claim is made under this Agreement.

Lead Independent Director. A Non-Employee Director serving as Lead Independent Director shall receive an additional annual retainer of $25,000 for such service.

Lead Independent Director. A Non-Employee Director serving as Lead Independent Director shall receive an additional annual retainer of $20,000 for such service.

Lead Independent Director Award. Every three (3) years, the lead independent director of the Board will be automatically granted an Option (a “Lead Independent Director Award”) to purchase 24,000 Shares. The initial Lead Independent Director Award will be granted on the later of either: # June 12, 2012 or # the seventh (7th) business day following such Director’s appointment as the lead independent director. Subsequent Lead Independent Director Awards will be granted on each three-year anniversary date of such Director’s initial Lead Independent Director Award.

Lead Director: $22,500

Lead Director: $22,500

Director. Director shall mean any non-employee member of the board of directors of the Company or a Subsidiary.