Common use of Independent Director Clause in Contracts

Independent Director. The organizational documents of Borrower (where Borrower is an Acceptable DE LLC) or SPE Component Entity, as applicable, shall include the following provisions: (a) at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to be, at least two (2) Independent Directors; (b) the board of directors or managers of Borrower or SPE Component Entity, as applicable, shall not take any Material Action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote of the board of directors or managers of Borrower or SPE Component Entity, as applicable, unless at the time of such action there shall be at least two members of the board of directors or managers who are Independent Directors; (c) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent Directors, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect to such matters, the Independent Directors shall, to the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, consider only the interests of Borrower and the SPE Component Entity (including their respective creditors), and except for its duties to Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the constituent equity owners of Borrower and the SPE Component Entity solely to the extent of their respective economic interests in Borrower or the SPE Component Entity but shall exclude (i) all other interests of such constituent equity owners, (ii) the interests of other affiliates of Borrower or the SPE Component Entity, and (iii) the interests of any group of affiliates of which Borrower and the SPE Component Entity are a part), the Independent Directors shall not have any fiduciary duties to such constituent equity owners, any officer or any other Person; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; and (d) no Independent Director of Borrower or SPE Component Entity may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removal, and (ii) the identity of the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall be effective until a successor Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything to the contrary contained herein, it shall be an additional covenant and requirement under this Section 6.4 that any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLC.

Independent Director. (a) The organizational documents of Borrower (where to the extent Borrower is a corporation or an Acceptable DE LLC) or the SPE Component Entity, as applicable, shall include the following provisions: (a) provide that at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to be, be at least two duly appointed independent directors or managers of such entity (2each, an “Independent Director”) who each shall (I) not have been at the time of each such individual’s initial appointment, and shall not have been at any time during the preceding five years, and shall not be at any time while serving as Independent Directors; Director, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Director), partner, member or employee of, Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliates, (ii) a customer of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliates, (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, member, employee supplier, customer or other Person, or (iv) a member of the immediate family of any such shareholder, officer, director, partner, member, employee, supplier, customer or other Person (II) shall have, at the time of their appointment, 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 (provided that, if the Approved ID Provider that employs an Independent Director is disapproved by the Rating Agencies, such Independent Director shall be deemed to satisfy this clause (III) unless and until Borrower fails to replace such Independent Director within five (5) Business Days after receiving notice of such disapproval from Lender). (b) The organizational documents of each Borrower and the SPE Component Entity shall further provide that (I) the board of directors or managers of Borrower or and the SPE Component EntityEntity and the constituent equity owners of such entities (constituent equity owners, as applicable, the “Constituent Members”) shall not take any Material Action action set forth in Section 5.1(a)(xvi) or any other action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote of the board of directors or managers organizational documents of Borrower or the SPE Component Entity, as applicablerequires the vote of the Independent Directors unless, unless in each case, at the time of such action there shall be at least two members Independent Directors engaged as provided by the terms hereof and such Independent Directors vote in favor of or otherwise consent to such action; (II) any resignation, removal or replacement of any Independent Director 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 Days prior to the applicable resignation, removal or replacement) and (2) evidence that the replacement Independent Director satisfies the applicable terms and conditions hereof and of the board of directors or managers who are Independent Directorsapplicable organizational documents (which such evidence must accompany the aforementioned notice); (cIII) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent Directors, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect to such matters, the Independent Directors shall, to the fullest extent permitted by applicable law, including Section 18-1101(c) of the Act, Act and notwithstanding any duty otherwise existing at law or in equity, the Independent Directors shall consider only the interests of the Constituent Members and Borrower and the any SPE Component Entity (including their Borrower’s and any SPE Component Entity’s respective creditors) in acting or otherwise voting on the matters provided for herein and in Borrower’s and SPE Component Entity’s organizational documents (which such fiduciary duties to the Constituent Members and Borrower and any SPE Component Entity (including Borrower’s and any SPE Component Entity’s respective creditors), and except for its duties in each case, shall be deemed to Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the constituent equity owners of Borrower and the SPE Component Entity apply solely to the extent of their respective economic interests in Borrower or the SPE Component Entity but shall exclude (ias applicable) exclusive of (x) all other interests (including, without limitation, all other interests of such constituent equity ownersthe Constituent Members), (iiy) the interests of other affiliates Affiliates of the Constituent Members, Borrower or the and SPE Component Entity, Entity and (iiiz) the interests of any group of affiliates Affiliates of which the Constituent Members, Borrower and the or SPE Component Entity are is a part)); (IV) other than as provided in subsection (III) above, the Independent Directors shall not have any fiduciary duties to such constituent equity ownersany Constituent Members, any officer directors of Borrower or SPE Component Entity or any other Person; provided, however, (V) the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingdealing under applicable law; and (dVI) no Independent Director of Borrower or SPE Component Entity may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removalfullest extent permitted by applicable law, and (iiincluding Section 18-1101(e) the identity of the proposed replacement Independent DirectorAct, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall not be effective until a successor Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything liable to the contrary contained hereinBorrower, it shall be an additional covenant and requirement under this Section 6.4 that any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLC, any Constituent Member or any other Person for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct.

Independent Director. The organizational documents of Borrower (where Borrower is an Acceptable DE LLC) or SPE Component Entity, as applicable, shall include the following provisions: (a) at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to be, at least two (2) Independent Directors; (b) the board of directors or managers of Borrower or SPE Component Entity, as applicable, shall not take any Material Action which, under the terms of any certificate of incorporation, by-by laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote of the board of directors or managers of Borrower or SPE Component Entity, as applicable, unless at the time of such action there shall be at least two members of the board of directors or managers who are Independent Directors; (c) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent Directors, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect to such matters, the Independent Directors shall, to the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, consider only the interests of Borrower and the SPE Component Entity (including their respective creditors), and except for its duties to Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the constituent equity owners of Borrower and the SPE Component Entity solely to the extent of their respective economic interests in Borrower or the SPE Component Entity but shall exclude (i) all other interests of such constituent equity owners, (ii) the interests of other affiliates of Borrower or the SPE Component Entity, and (iii) the interests of any group of affiliates of which Borrower and the SPE Component Entity are a part), the Independent Directors shall not have any fiduciary duties to such constituent equity owners, any officer or any other Person; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; and (d) no Independent Director of Borrower or SPE Component Entity may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removal, and (ii) the identity of the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall be effective until a successor Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything to the contrary contained herein, it shall be an additional covenant and requirement under this Section 6.4 that any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLC.

Independent Director. The organizational documents (i) During the Independent Director Ownership Period, Seller and Purchaser shall mutually agree to recommend one person to Purchaser, who Purchaser shall nominate for election as a director of Borrower (where Borrower is an Acceptable DE LLC) or SPE Component Entity, as applicable, shall include the following provisions: (a) at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to be, at least two (2) Independent Directors; (b) the Purchaser board of directors (the “Independent Director”); provided, that no Person that is an officer or managers employee of Borrower the Seller, the Purchaser, SoftBank, Yahoo! or SPE Component Entitytheir respective Affiliates, or that is a Related Party, may be designated as applicablethe Independent Director. The Parties shall agree on the initial Independent Director as promptly as practicable, and in any event by the 60th day following the date hereof. The “Independent Director Ownership Period” shall commence on the date of this Agreement and shall terminate upon the earlier to occur of (x) a Purchaser Qualified IPO if the Seller’s rights under this Section 9.1 are not take any Material Action whichpermitted by, and not capable of being preserved (through preferred stock or otherwise) under, applicable Law or applicable listing rules; provided, that the Purchaser shall use its commercially reasonable efforts to cause such rights to be permitted and preserved, including by seeking an exemption under applicable stock exchange rules that would permit or otherwise allow such rights to be preserved and (y) the terms first date following the first occurrence of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote Issuance on which the Seller and its Subsidiaries do not collectively own at least fifty percent (50%) of the board of directors or managers of Borrower or SPE Component Entity, as applicable, unless at aggregate Ownership Interests in the time of such action there shall be at least two members of the board of directors or managers who are Independent Directors; (c) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent DirectorsPurchaser issued, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect prior to such matters, the Independent Directors shalldate, to the fullest extent permitted Seller and its Subsidiaries collectively pursuant to this Agreement; provided, that if the Seller and/or any of its Subsidiaries is required by lawLaw to sell or otherwise transfer or dispose of Purchaser Equity or equivalent equity interests of the Purchaser, including Section 18-1101(csuch sale shall not terminate the Independent Director Ownership Period unless the Seller and/or any of its Subsidiaries subsequently voluntarily sells any Purchaser Equity or equivalent equity interests of the Purchaser and immediately following such sale the Seller and its Subsidiaries collectively own less than fifty percent (50%) of the Actaggregate Ownership Interests in the Purchaser issued, and notwithstanding any duty otherwise existing at law on or in equity, consider only the interests of Borrower and the SPE Component Entity (including their respective creditors), and except for its duties to Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend prior to the constituent equity owners date of Borrower and the SPE Component Entity solely such sale, to the extent of their respective economic interests in Borrower or the SPE Component Entity but shall exclude (i) all other interests of such constituent equity owners, (ii) the interests of other affiliates of Borrower or the SPE Component Entity, Seller and (iii) the interests of any group of affiliates of which Borrower and the SPE Component Entity are a part), the Independent Directors shall not have any fiduciary duties its Subsidiaries collectively pursuant to such constituent equity owners, any officer or any other Person; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; and (d) no Independent Director of Borrower or SPE Component Entity may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removal, and (ii) the identity of the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall be effective until a successor Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything to the contrary contained herein, it shall be an additional covenant and requirement under this Section 6.4 that any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLCAgreement.

Independent Director. The organizational documents of each Borrower (where such Borrower is an Acceptable DE LLCa corporation or a single member limited liability company formed under the Act) or SPE Component Entity, as applicable, shall include the following provisions: (a) at all times there shall be, and each Borrower or SPE Component Entity, as applicable, shall cause there to be, at least two (2) Independent Directors; (b) the board of directors or managers of each Borrower or SPE Component Entity, as applicable, shall not take any Material Action which, under the terms of any certificate of incorporation, by-lawsby‑laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote of the board of directors or managers of such Borrower or SPE Component Entity, as applicable, unless at the time of such action there shall be at least two (2) members of the board of directors or managers who are Independent Directors; (c) each Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent Directors, on behalf of itself or any Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolventAction, and when voting with respect to such matters, the Independent Directors shall, to the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, consider only the interests of such Borrower and the SPE Component Entity (including their respective creditors), and except for its duties to such Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the constituent equity owners of such Borrower and the SPE Component Entity solely to the extent of their respective economic interests in such Borrower or the SPE Component Entity but shall exclude (i) all other interests of such constituent equity owners, (ii) the interests of other affiliates of such Borrower or the SPE Component Entity, and (iii) the interests of any group of affiliates of which such Borrower and the SPE Component Entity are a part), the Independent Directors shall not have any fiduciary duties to such constituent equity owners, any officer or any other Person; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; and (d) no Independent Director of any Borrower or SPE Component Entity may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless such Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removal, and (ii) the identity of the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall be effective until a successor Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything to the contrary contained herein, it shall be an additional covenant and requirement under this Section 6.4 that any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLC.

Independent Director. The organizational documents of Borrower (where Borrower is an Acceptable DE LLCa corporation or a limited liability company formed under the Act) or SPE Component Entity, as applicable, shall include the following provisions: (a) at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to be, at least two (2) one Independent DirectorsDirector; (b) the board of directors or managers of Borrower or SPE Component Entity, as applicable, shall not take any Material Action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote of the board of directors or managers of Borrower or SPE Component Entity, as applicable, unless at the time of such action there shall be at least two members one member of the board of directors or managers who are is an Independent DirectorsDirector; (c) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent DirectorsDirector, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect to such matters, the Independent Directors Director shall, to the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, consider only the interests of the Borrower and the SPE Component Entity (including their respective creditors), and except for its duties to the Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the constituent equity owners of Borrower and the SPE Component Entity solely to the extent of their respective economic interests in Borrower or the SPE Component Entity but shall exclude (i) all other interests of such constituent equity owners, (ii) the interests of other affiliates of Borrower or the SPE Component Entity, and (iii) the interests of any group of affiliates of which Borrower and the SPE Component Entity are a part), the Independent Directors shall not have any fiduciary duties to such constituent equity owners, any officer or any other Person; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; and (d) no Independent Director of Borrower or SPE Component Entity may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removal, and (ii) the identity of the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall be effective until a successor Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything to the contrary contained herein, it shall be an additional covenant and requirement under this Section 6.4 that any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLC.,

Independent Director. The organizational documents of Borrower (where Borrower is an Acceptable DE LLC) or SPE Component Entity, as applicable, Member shall include cause the following provisions: (a) Company at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to be, have at least two (2) one Independent Directors; (b) Director who will be appointed by the board of directors or managers of Borrower or SPE Component Entity, as applicable, shall not take any Material Action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote of the board of directors or managers of Borrower or SPE Component Entity, as applicable, unless at the time of such action there shall be at least two members of the board of directors or managers who are Independent Directors; (c) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent Directors, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect to such matters, the Independent Directors shall, to Member. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Directors shall consider only the interests of Borrower and the SPE Component Entity (Company, including their its respective creditors, in acting or otherwise voting on the matters referred to in subsection 9(j)(iii), and except . Except for its duties to Borrower and the SPE Component Entity with respect to voting on matters Company as set forth in the immediately above preceding sentence (which including duties shall extend to the constituent equity owners of Borrower Member and the SPE Component Entity Company’s creditors solely to the extent of their respective economic interests in Borrower or the SPE Component Entity Company but shall exclude excluding (i) all other interests of such constituent equity ownersthe Member, (ii) the interests of other affiliates Affiliates of Borrower or the SPE Component EntityCompany, and (iii) the interests of any group of affiliates Affiliates of which Borrower and the SPE Component Entity are Company is a part), the Independent Directors shall not have any fiduciary duties to such constituent equity owners, any officer the Member or any other PersonPerson bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; and (d) no Independent Director of Borrower . No resignation or SPE Component Entity may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with and no appointment of a statement successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the reasons for such removalManagement Agreement, and (ii) shall have executed a counterpart to this Agreement as required by subsection 5(c). In the identity event of a vacancy in the proposed replacement position of Independent Director, together with the Member shall, as soon as practicable, appoint a certification that such replacement satisfies successor Independent Director. All right, power and authority of the requirements Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an this Agreement. No Independent Director shall be effective until a successor Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything to at any time serve as trustee in bankruptcy for any Affiliate of the contrary contained herein, it shall be an additional covenant and requirement under this Section 6.4 that any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLCCompany.

Independent Director. The organizational documents of Borrower (where Borrower is an Acceptable DE LLCa corporation or a single member limited liability company formed under the Act) or SPE Component Entity, as applicable, shall include the following provisions: (a) at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to be, at least two (2) Independent Directors; (b) the board of directors or managers of Borrower or SPE Component Entity, as applicable, shall not take any Material Action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote of the board of directors or managers of Borrower or SPE Component Entity, as applicable, unless at the time of such action there shall be at least two members of the board of directors or managers who are Independent Directors; (c) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent Directors, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, 00000000.0.XXXXXXXX and when voting with respect to such matters, the Independent Directors shall, to the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, consider only the interests of Borrower and the SPE Component Entity (including their respective creditors), and except for its duties to Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the constituent equity owners of Borrower and the SPE Component Entity solely to the extent of their respective economic interests in Borrower or the SPE Component Entity but shall exclude (i) all other interests of such constituent equity owners, (ii) the interests of other affiliates of Borrower or the SPE Component Entity, and (iii) the interests of any group of affiliates of which Borrower and the SPE Component Entity are a part), the Independent Directors shall not have any fiduciary duties to such constituent equity owners, any officer or any other Person; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; and (d) no Independent Director of Borrower or SPE Component Entity may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removal, and (ii) the identity of the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall be effective until a successor Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything The representations, warranties and covenants in this Article 6 shall survive for so long as any amount remains payable to the contrary contained herein, it shall be an additional covenant and requirement Lender under this Section 6.4 that Agreement or any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLCother Loan Document.

Independent Director. The organizational documents of Borrower (where Borrower is an Acceptable DE LLCa corporation or a single member limited liability company formed under the Act) or SPE Component Entity, as applicable, shall include the following provisions: (a) at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to be, at least two (2) Independent Directors; (b) the board of directors or managers of Borrower or SPE Component Entity, as applicable, shall not take any Material Action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote of the board of directors or managers of Borrower or SPE Component Entity, as applicable, unless at the time of such action there shall be at least two members of the board of directors or managers who are Independent Directors; (c) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent Directors, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect to such matters, the Independent Directors shall, to the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, consider only the interests of Borrower and the SPE Component Entity (including their respective creditors), and except for its duties to Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the constituent equity owners of Borrower and the SPE Component Entity solely to the extent of their respective economic interests in Borrower or the SPE Component Entity but shall exclude (i) all other interests of such constituent equity owners, (ii) the interests of other affiliates of Borrower or the SPE Component Entity, and (iii) the interests of any group of affiliates of which Borrower and the SPE Component Entity are a part), the Independent Directors shall not have any fiduciary duties to such constituent equity owners, any officer or any other Person; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; and (d) no Independent Director of Borrower or SPE Component Entity may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removal, and (ii) the identity of the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall be effective until a successor Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything The representations, warranties and covenants in this Article 6 shall survive for so long as any amount remains payable to the contrary contained herein, it shall be an additional covenant and requirement Lender under this Section 6.4 that Agreement or any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLC.other Loan Document. 00000000.00.XXXXXXXX 114

Independent Director. The organizational documents of Borrower (where Borrower is an Acceptable DE LLCa corporation or a single member limited liability company formed under the Act) or SPE Component Entity, as applicable, shall include the following provisions: (a) at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to be, at least two (2) Independent Directors; (b) the board of directors or managers of Borrower or SPE Component Entity, as applicable, shall not take any Material Action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote of the board of directors or managers of Borrower or SPE Component Entity, as applicable, unless at the time of such action there shall be at least two members of the board of directors or managers who are Independent Directors; (c) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of 00000000.0.XXXXXXXX directors or managers, including the Independent Directors, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect to such matters, the Independent Directors shall, to the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, consider only the interests of Borrower and the SPE Component Entity (including their respective creditors), and except for its duties to Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the constituent equity owners of Borrower and the SPE Component Entity solely to the extent of their respective economic interests in Borrower or the SPE Component Entity but shall exclude (i) all other interests of such constituent equity owners, (ii) the interests of other affiliates of Borrower or the SPE Component Entity, and (iii) the interests of any group of affiliates of which Borrower and the SPE Component Entity are a part), the Independent Directors shall not have any fiduciary duties to such constituent equity owners, any officer or any other Person; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; and (d) no Independent Director of Borrower or SPE Component Entity may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removal, and (ii) the identity of the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall be effective until a successor Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything The representations, warranties and covenants in this Article 6 shall survive for so long as any amount remains payable to the contrary contained herein, it shall be an additional covenant and requirement Lender under this Section 6.4 that Agreement or any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLCother Loan Document.

Independent Director. The (a) If the Loan or any interest therein is included in a Securitization, the organizational documents of Borrower and Operating Lessee (where to the extent Borrower or Operating Lessee is a corporation or an Acceptable DE LLC) or the SPE Component Entity, as applicable, shall include the following provisions: (a) provide that at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to be, be at least one duly appointed director who shall be an Independent Director (or two (2) Independent Directors; Directors if required by Section 11.1(k) hereof). (b) If the Loan or any interest therein is included in a Securitization, the organizational documents of Borrower, Operating Lessee and the SPE Component Entity shall further provide that (i) the board of directors or managers of Borrower or Borrower, Operating Lessee and the SPE Component EntityEntity and the constituent equity owners of such entities (such constituent equity owners, as applicable, the “Constituent Members”) shall not take any Material Action action which, under the terms of any certificate organizational documents of incorporationBorrower, by-lawsOperating Lessee or the SPE Component Entity, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires an unanimous vote of the Constituent Members or of the board of directors or managers of Borrower Borrower, Operating Lessee or the SPE Component EntityEntity unless, as applicablein each case, unless at the time of such action there shall be at least one Independent Director (or two members (2) Independent Directors if required by Section 11.1(k) hereof) engaged as provided by the terms hereof and each such Independent Director votes in favor of such action; (ii) any resignation, removal or replacement of any Independent Director 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 Days prior to the applicable resignation, removal or replacement) and (2) evidence that the replacement Independent Director satisfies the applicable terms and conditions hereof and of the board of directors or managers who are Independent Directorsapplicable organizational documents (which such evidence must accompany the aforementioned notice); (ciii) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent Directors, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect to such matters, the Independent Directors shall, to the fullest extent permitted by lawapplicable Law (including, including to the extent applicable, Section 18-1101(c) of the Act, ) and notwithstanding any duty otherwise existing at law or in equity, each Independent Director shall consider only the interests of Borrower the Constituent Members and the Borrower, Operating Lessee and any SPE Component Entity (including their Borrower’s, Operating Lessee’s and any SPE Component Entity’s respective creditors) in acting or otherwise voting on the matters provided for herein and in Borrower’s, Operating Lessee’s and SPE Component Entity’s organizational documents (which such fiduciary duties to the Constituent Members and Borrower and Operating Lessee and any SPE Component Entity (including Borrower’s, Operating Lessee’s and any SPE Component Entity’s respective creditors), and except for its duties in each case, shall be deemed to Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the constituent equity owners of Borrower and the SPE Component Entity apply solely to the extent of their respective economic interests in Borrower Borrower, Operating Lessee or the SPE Component Entity but shall exclude (ias applicable) exclusive of (x) all other interests (including, without limitation, all other interests of such constituent equity ownersthe Constituent Members), (iiy) the interests of other affiliates Affiliates of Borrower or the Constituent Members, Borrower, Operating Lessee, and SPE Component Entity, Entity and (iiiz) the interests of any group of affiliates Affiliates of which Borrower and the Constituent Members, Borrower, Operating Lessee or SPE Component Entity are is a part); (iv) other than as provided in subsection (iii) above, the no Independent Directors Director shall not have any fiduciary duties to such constituent equity ownersany Constituent Members, any officer directors of Borrower, Operating Lessee or SPE Component Entity or any other Person; provided, however, (v) the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingdealing under applicable Law; and (dvi) no Independent Director of Borrower or SPE Component Entity may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removalfullest extent permitted by applicable Law (including, and (iito the extent applicable, Section 18-1101(e) the identity of the proposed replacement Independent DirectorAct), together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall not be effective until a successor Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything liable to the contrary contained hereinBorrower, it shall be an additional covenant and requirement under this Section 6.4 that any entity housing an Independent Director (whether Borrower and/or any Operating Lessee SPE Component Entity, any Constituent Member or any other Person for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. (c) shall be an Acceptable DE LLCLender agrees to consent to any amendments to the organizational documents of Borrower and/or Operating Lessee necessary to comply with the provisions of Section 8.2(a) and Section 8.2(b) hereof.

Independent Director. The organizational documents of Borrower (where Borrower As long as any Obligation is an Acceptable DE LLC) or SPE Component Entityoutstanding, as applicable, the Member shall include cause the following provisions: (a) Company at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to be, have at least two (2) one Independent Directors; (b) Director who will be appointed by the board of directors or managers of Borrower or SPE Component Entity, as applicable, shall not take any Material Action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote of the board of directors or managers of Borrower or SPE Component Entity, as applicable, unless at the time of such action there shall be at least two members of the board of directors or managers who are Independent Directors; (c) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent Directors, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect to such matters, the Independent Directors shall, to Member. 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 Director shall consider only the interests of Borrower the Company (including the Company’s creditors) in acting or otherwise voting on the matters referred to in Section 9(i)(iii) (which duties to the Member and the SPE Component Entity Company (including their respective the Company’s creditors), and except for its duties in each case, shall be deemed to Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the constituent equity owners of Borrower and the SPE Component Entity apply solely to the extent of their respective economic interests in Borrower or the SPE Component Entity but shall exclude Company exclusive of (ix) all other interests (including, without limitation, all other interests of such constituent equity ownersthe Member, (iiy) the interests of other affiliates Affiliates of Borrower or the SPE Component Entity, Member and the Company and (iiiz) the interests of any group of affiliates Affiliates of which Borrower and the SPE Component Entity are Member or the Company is a part)). Other than as provided in the immediately preceding sentence, the Independent Directors Director shall not have any fiduciary duties to such constituent equity ownersany Member, any officer Manager or any other Person; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; dealing under applicable law. No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) has accepted his or her appointment as an Independent Director by a written instrument, which may be a counterpart signature page to the Management Agreement, and (dii) has executed a counterpart to this Agreement as required by Section 5(a). In the event of a vacancy in the position of Independent Director, the Member shall, as soon as practicable, appoint a successor Independent Director. Notwithstanding anything to the contrary contained in this Agreement, no Independent Director of Borrower or SPE Component Entity may shall be removed or replaced other than as a result of an Independent Director Event, without Cause and any such removal or replacement shall not occur unless Borrower or SPE Component Entity the Company provides Lender the Member with not no less than five (5) Business Daysthree business days’ prior written notice of (ia) any proposed removal of an such Independent Director, together with a statement as to the reasons for such removal, and (iib) the identity of the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements for an Independent Director set forth in this Agreement. All right, power and authority of the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall be effective until a successor limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. No Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything to shall at any time serve as trustee in bankruptcy for any Affiliate of the contrary contained herein, it shall be an additional covenant and requirement under this Section 6.4 that any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLC.Company.‌

Independent Director. The organizational documents of Borrower (where Borrower is an Acceptable DE LLCa corporation or a single member limited liability company formed under the Act) or SPE Component Entity, as applicable, shall include the following provisions: (a) at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to be, at least two (2) Independent Directors; (b) the board of directors or managers of Borrower or SPE Component Entity, as applicable, shall not take any Material Action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote of the board of directors or managers of Borrower or SPE Component Entity, as applicable, unless at the time of such action there shall be at least two members of the board of directors or managers who are Independent Directors; (c) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent Directors, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect to such matters, the Independent Directors shall, to the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, consider only the interests of Borrower and the SPE Component Entity (including their respective creditors), and except for its duties to Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the constituent equity owners of Borrower and the SPE Component Entity solely to the extent of their respective economic interests in Borrower or the SPE Component Entity but shall exclude (i) all other interests of such constituent equity owners, (ii) the interests of other affiliates of Borrower or the SPE Component Entity, and (iii) the interests of any group of affiliates of which Borrower and the SPE Component Entity are a part), the Independent Directors shall not have any fiduciary duties to such constituent equity owners, any officer or any other Person; provided, however, the 00000000.0.XXXXXXXX foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; and (d) no Independent Director of Borrower or SPE Component Entity may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removal, and (ii) the identity of the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall be effective until a successor Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything The representations, warranties and covenants in this Article 6 shall survive for so long as any amount remains payable to the contrary contained herein, it shall be an additional covenant and requirement Lender under this Section 6.4 that Agreement or any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLCother Loan Document.

Independent Director. (a) The organizational documents of Borrower and Pledgor (where to the extent Borrower or Pledgor is an Acceptable DE LLC) or the SPE Component Entity, as applicable, shall include the following provisions: (a) provide that at all times there shall bebe at least one (1) duly appointed member of its board of directors or managers, as applicable (each, an “Independent Director”) reasonably satisfactory to Agent who each shall not have been at the time of each such individual’s initial appointment, and Borrower (I) shall not have been at any time during the preceding five years, and shall not be at any time while serving as (b) The organizational documents of Xxxxxxxx, Pledgor or the SPE Component Entity, Entity (as applicable, ) shall cause there to be, at least two further provide that (2) Independent Directors; (bI) the board of directors or managers of Borrower Borrower, Pledgor or the SPE Component Entity, as applicable, and the constituent members of such entities (the “Constituent Members”) shall not take any Material Action action which, under the terms of any certificate organizational documents of incorporationBorrower, by-lawsPledgor or the SPE Component Entity, voting trust agreement with respect to any common stockas applicable, articles of organization or operating agreement requires the unanimous vote of (1) the board of directors or managers of Borrower Xxxxxxxx, Pledgor or the SPE Component Entity, as applicable, or (2) the Constituent Members, unless at the time of such action there shall be at least one (1) Independent Director engaged as provided by the terms hereof; (II) any resignation, removal or replacement of any Independent Director shall not be effective without two members (2) Business Days prior written notice to Agent accompanied by evidence that the replacement Independent Director satisfies the applicable terms and conditions hereof and of the board of directors or managers who are Independent Directorsapplicable organizational documents; (cIII) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent Directors, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect to such matters, the Independent Directors shall, to the fullest extent permitted by applicable law, including Section 18-1101(c) of the Act, Act and notwithstanding any duty otherwise existing at law or in equity, the Independent Director shall consider only the interests of Borrower the Constituent Members and the Borrower, Pledgor and any SPE Component Entity (including their Xxxxxxxx’s, Xxxxxxx’s and any SPE Component Entity’s respective creditors) in acting or otherwise voting on the matters provided for herein and in Borrower’s, Xxxxxxx’s and SPE Component Entity’s organizational documents (which such fiduciary duties to the Constituent Members and Borrower, Pledgor and any SPE Component Entity (including Xxxxxxxx’s, Pledgor’s and any SPE Component Entity’s respective creditors), and except for its duties in each case, shall be deemed to Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the constituent equity owners of Borrower and the SPE Component Entity apply solely to the extent of their respective economic interests in Borrower Borrower, Pledgor or the SPE Component Entity but shall exclude (ias applicable) exclusive of (x) all other interests (including, without limitation, all other interests of such constituent equity ownersthe Constituent Members), (iiy) the interests of other affiliates of Borrower or the Constituent Members, Borrower, Pledgor and SPE Component Entity, Entity and (iiiz) the interests of any group of affiliates of which Borrower and the Constituent Members, Borrower, Pledgor or SPE Component Entity are is a part)); (IV) other than as provided in subsection (III) above, the Independent Directors Director shall not have any fiduciary duties to such constituent equity ownersany Constituent Members, any officer directors of Borrower, Pledgor or SPE Component Entity or any other Person; provided, however, (V) the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingdealing under applicable law; and (dVI) no Independent Director of Borrower or SPE Component Entity may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removalfullest extent permitted by applicable law, and (iiincluding Section 18-1101(e) the identity of the proposed replacement Independent DirectorAct, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall not be effective until a successor Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything liable to the contrary contained hereinBorrower, it shall be an additional covenant and requirement under this Section 6.4 that any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLC.Pledgor,

Independent Director. The organizational documents of Borrower (where Borrower is an Acceptable DE LLCa corporation or a single member limited liability company formed under the Act) or SPE Component Entity, as applicable, shall include the following provisions: (a) at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to be, at least two (2) Independent Directors; (b) the board of directors or managers of Borrower or SPE Component Entity, as applicable, shall not take any Material Action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote of the board of directors or managers of Borrower or SPE Component Entity, as applicable, unless at the time of such action there shall be at least two members of the board of directors or managers who are Independent Directors; (c) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent Directors, on behalf of itself or Borrower, as the 00000000.0.XXXXXXXX case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect to such matters, the Independent Directors shall, to the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, consider only the interests of Borrower and the SPE Component Entity (including their respective creditors), and except for its duties to Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the constituent equity owners of Borrower and the SPE Component Entity solely to the extent of their respective economic interests in Borrower or the SPE Component Entity but shall exclude (i) all other interests of such constituent equity owners, (ii) the interests of other affiliates of Borrower or the SPE Component Entity, and (iii) the interests of any group of affiliates of which Borrower and the SPE Component Entity are a part), the Independent Directors shall not have any fiduciary duties to such constituent equity owners, any officer or any other Person; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; and (d) no Independent Director of Borrower or SPE Component Entity may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removal, and (ii) the identity of the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall be effective until a successor Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything The representations, warranties and covenants in this Article 6 shall survive for so long as any amount remains payable to the contrary contained herein, it shall be an additional covenant and requirement Lender under this Section 6.4 that Agreement or any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLCother Loan Document.

Independent Director. The organizational documents of Borrower (where Borrower is an Acceptable DE LLC) or SPE Component Entity, as applicable, shall include the following provisions: (a) at all times there shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to be, at least two (2) Independent Directors; (b) the board of directors or managers of Borrower or SPE Component Entity, as applicable, shall not take any Material Action which, under the terms of any certificate of incorporation, by-by laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote of the board of directors or managers of Borrower or SPE Component Entity, as applicable, unless at the time of such action there shall be at least two members of the board of directors or managers who are Independent Directors; (c) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent Directors, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect to such matters, the Independent Directors shall, to the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, consider only the interests of Borrower and the SPE Component Entity (including their respective creditors), and except for its duties to Borrower and the SPE Component Entity with respect to voting on matters as set forth immediately above (which duties shall extend to the constituent equity owners of Borrower and the SPE Component Entity solely to the extent of their respective economic interests in Borrower or the SPE Component Entity but shall exclude (i) all other interests of such constituent equity owners, (ii) the interests of other affiliates of Borrower or the SPE Component Entity, and (iii) the interests of any group of affiliates of which Borrower and the SPE Component Entity are a part), the Independent Directors shall not have any fiduciary duties to such constituent equity owners, any officer or any other Person; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; and (d) no Independent Director of Borrower or SPE Component Entity may be removed or replaced other than as a result of an Independent Director Event, and any such removal or replacement shall not occur unless Borrower or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed removal of an Independent Director, together with a statement as to the reasons for such removal, and (ii) the identity of the proposed replacement Independent Director, together with a certification that such replacement satisfies the requirements set forth in the organizational documents for an Independent Director; provided, however, no resignation or removal of an Independent Director shall be effective until a successor Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything to the contrary contained herein, it shall be an additional covenant and requirement under this Section 6.4 that any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLC.Section

Independent Director. The organizational documents of Borrower (where Borrower is an Acceptable DE LLC) Notwithstanding the foregoing or SPE Component Entityanything to the contrary contained herein, as applicable, shall include the following provisions: (a) at all times there from and after the date of execution of this Agreement, the Company shall be, and Borrower or SPE Component Entity, as applicable, shall cause there to be, have at least two (2) one Independent Directors; (b) Director. Any vote requiring the board of directors or managers of Borrower or SPE Component Entity, as applicable, shall not take any Material Action which, under the terms of any certificate of incorporation, by-laws, voting trust agreement with respect to any common stock, articles of organization or operating agreement requires unanimous vote consent of the board Board of directors or managers of Borrower or SPE Component Entity, as applicable, Directors may not be taken unless at the time of such action there shall be is at least two members of one Independent Director eligible to vote on the board of directors or managers who are Independent Directors; (c) Borrower or SPE Component Entity, as applicable, shall not, without the unanimous written consent of its board of directors or managers, including the Independent Directors, on behalf of itself or Borrower, as the case may be, take any Material Action or any action that might cause such entity to become insolvent, and when voting with respect to such matters, the Independent Directors shall, to action. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Director shall consider only the interests of Borrower and the SPE Component Entity (Company, including their respective its creditors, in acting or otherwise voting on the matters referred to in Section 10(c), although the Independent Director may serve as an Independent Director of the Company or an Affiliate of the Company that is not in the direct chain of ownership of the Company and except that is required to be a single purpose bankruptcy remote entity, provided that such Independent Director is employed by a company that routinely provides professional Independent Directors or managers in the ordinary course of its business. Except for its duties to Borrower and the SPE Component Entity with respect to voting on matters Company as set forth in the immediately above preceding sentence (which including duties shall extend to the constituent equity owners of Borrower Stockholder and the SPE Component Entity Company’s creditors solely to the extent of their respective economic interests in Borrower or the SPE Component Entity Company but shall exclude excluding (i) all other interests of such constituent equity ownersthe Stockholder, (ii) the interests of other affiliates Affiliates of Borrower or the SPE Component EntityCompany, and (iii) the interests of any group of affiliates Affiliates of which Borrower and the SPE Component Entity are Company is a part), the Independent Directors shall not have any fiduciary duties to such constituent equity ownersthe Stockholder, any officer Officer or any other PersonPerson bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; and (d. To the fullest extent permitted by law, including Section 18-1101(e) no of the Act, the Independent Director shall not be liable to the Company, the Stockholder or any other Person bound by this Agreement for breach of Borrower contract or SPE Component Entity may breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. All right, power and authority of the Independent Director shall be removed or replaced limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement. Notwithstanding any other than provision of this Agreement to the contrary, the Independent Director, in its capacity as a result of an Independent Director EventDirector, and any such removal may only act, vote or replacement shall not occur unless Borrower otherwise participate in those matters referred to in Section 10(c) or SPE Component Entity provides Lender with not less than five (5) Business Days’ prior written notice of (i) any proposed as otherwise specifically required by this Agreement. No resignation or removal of an Independent Director, together with and no appointment of a statement as to the reasons for such removal, and (ii) the identity of the proposed replacement successor Independent Director, together with a certification that shall be effective until such replacement satisfies the requirements set forth in the organizational documents for successor shall have accepted his or her appointment as an Independent Director; providedDirector by a written instrument, howeverwhich may be a counterpart signature page to the Management Agreement. Upon the resignation, no resignation death or removal of an other event whereby the Independent Director ceases to be a director or independent from the Company, a new Independent Director shall be effective until a successor promptly appointed. The Independent Director shall execute and deliver the Management Agreement. The initial Independent Director is appointed and has accepted his or her appointment. Notwithstanding anything to the contrary contained herein, it shall be an additional covenant and requirement under this Section 6.4 that any entity housing an Independent Director (whether Borrower and/or any SPE Component Entity) shall be an Acceptable DE LLCXxxxxxx Xxxxx.