Common use of Loss of Independent Status; Death, Incapacity, Resignation Clause in Contracts

Loss of Independent Status; Death, Incapacity, Resignation. In the event that any Two Harbors designee serving on, or nominated for election to, the Board of Directors pursuant hereto shall (i) be determined in good faith by the Board of Directors for any reason not to be or to cease to continue to be an Independent Director (in which event Two Harbors agrees to cause the immediate written resignation of such individual from the Board of Directors (or withdrawal of such individual’s name as a nominee for election or reelection, as the case may be)), or (ii) die, become incapacitated or resign, Two Harbors shall be free to exercise its rights hereunder in respect of the designation pursuant hereto of another individual, who qualifies as an Independent Director, for nomination for election to the Board of Directors instead of the resigning individual, for the remainder of his or her term of office (provided that Two Harbors and such substitute designee shall have complied with the terms of this Agreement in respect of his or her designation and election). Such written resignation or withdrawal shall be in form and substance reasonably acceptable to the Company under the circumstances.