Common use of Independent Director Clause in Contracts

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent directors or managers of such entity (each, 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 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).

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one (1) duly appointed independent directors director or managers manager of such entity (each, 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 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)Provider.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be be, and Borrower shall cause there to be, at least two duly appointed independent members of the board of directors or managers of such entity (each, each an “Independent Director”) who of Borrower reasonably satisfactory to Lender each shall (I) of whom are 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 (5) years, and shall not be at any time while serving as Independent Directora director of Borrower, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as an Independent DirectorDirector of Borrower or an Affiliate or other similar capacity), partner, manager, member (other than as a Special Member of Borrower or employee an Affiliate in the case of single member Delaware limited liability companies), employee, attorney or counsel of, Borrower or any of its shareholders, partners, members, subsidiaries or Affiliates; (ii) a customer or creditor of, or supplier to, Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliates, (ii) a customer of, or supplier to, or other Person affiliates who derives any of its purchases or revenues revenue from its activities with, with Borrower or any Affiliate of its respective shareholders, partners, members, subsidiaries or Affiliates, any of them (provided that an Independent Director can be an employee of an entity providing corporate services and independent directors in the ordinary course of business); (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, manager, member, employee employee, supplier, customer creditor or other Person, customer; or (iv) a member of the immediate family of any such shareholder, officer, directordirector (other than an Independent Director of Borrower or an Affiliate or other similar capacity), partner, membermanager, member (other than as a Special Member of Borrower or an Affiliate in the case of single member Delaware limited liability companies), employee, supplier, customer creditor 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)customer.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the each SPE Component EntityEntity (if any), as applicable, shall provide that at all times there shall be be, and Borrower shall cause there to be, at least two duly appointed independent directors one manager (each an "INDEPENDENT DIRECTOR") of Borrower or managers such SPE Component Entity, as applicable, reasonably satisfactory to Lender each of such entity (each, an “Independent Director”) who each shall (I) whom are not have been at the time of each such individual’s 's initial appointment, and shall not have been at any time during the preceding five (5) years, and shall not be at any time while serving as Independent Directora director of Borrower or such SPE Component Entity, as applicable, either (i) a shareholder (or other equity owner) of, or an officer, director director, partner, manager, member (other than as a Special Member in its capacity as Independent Directorthe case of single member Delaware limited liability companies), partneremployee, member attorney or employee counsel of, Borrower, such SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or affiliates; (ii) a customer or creditor of, or supplier to, Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliates, (ii) a customer of, or supplier to, or other Person affiliates who derives any of its purchases or revenues revenue from its activities with, with Borrower or such SPE Component Entity or any Affiliate of any of its respective shareholders, partners, members, subsidiaries or Affiliates, them; (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, manager, member, employee employee, supplier, customer creditor or other Person, customer; or (iv) a member of the immediate family of any such shareholder, officer, director, partner, manager, member, employee, supplier, customer creditor 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)customer.

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent directors or managers of such entity (each, 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 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 any Borrower, the applicable SPE Component Entity or any of its their 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 any Borrower, the applicable SPE Component Entity or any of its their 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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving any Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years 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)Provider.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one (1) duly appointed independent member of its board of directors or managers of such entity managers, as applicable (each, an “Independent Director”) reasonably satisfactory to Lender who each shall (I) not have been at the time of each such individual’s initial appointment, and (I) shall not have been at any time during the preceding five (5) years, and shall not be at any time while serving as Independent 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 Affiliatesaffiliates, (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 Affiliatesaffiliates (other than in its capacity as an Independent Director), (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 Person, and (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 Provider. Each Independent Director is disapproved by at the Rating Agencies, such Independent Director time of their initial engagement shall be deemed have had at least three (3) years prior experience as an independent director to satisfy this clause (III) unless a company or a corporation in the business of owning and until Borrower fails operating commercial properties similar in type and quality to replace such Independent Director within five (5) Business Days after receiving notice of such disapproval from Lender)the Property.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent directors or managers of such entity (each, 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 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 Person, (II) shall have, at the time of their appointment, had at least three (3) years 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 thatProvider. Notwithstanding the foregoing, if the Approved ID Provider that employs a Person who would otherwise not qualify to serve as Independent Director solely by reason of serving as an independent director for Affiliates of Borrower shall not be so disqualified and may serve as an Independent Director is disapproved by the Rating Agenciesso long as such Person derives less than 5% of his or her total annual income from his or her service as independent director for Borrower or SPE Component Entity, such Independent Director shall be deemed to satisfy this clause (III) unless as applicable, and until Borrower fails to replace such Independent Director within five (5) Business Days after receiving notice each applicable affiliate of such disapproval from Lender)Borrower.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the each SMLLC and each SPE Component Entity, as applicable, Entity (if any) shall provide that at all times there shall be be, and Borrower shall cause there to be, at least two duly appointed independent (2) members of the board of directors or managers of such entity (each, each an “Independent Director”) who of each shall such SMLLC and each SPE Component Entity (Iif any) reasonably satisfactory to Lender each of whom are 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 (5) years, and shall not be at any time while serving as Independent Directora director of such SPE Component Entity, either (i) a shareholder (or other equity ownerholder in Borrower) of, or an officer, director director, partner, manager, member (other than as a Special Member in its capacity as Independent Directorthe case of an SMLLC), partneremployee, member attorney or employee counsel of, Borrower, such SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or affiliates; (ii) a customer (not including a customer of any Individual Property) or creditor of, or supplier to, Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliates, (ii) a customer of, or supplier to, or other Person affiliates who derives any of its purchases or revenues revenue from its activities with, with Borrower or such SPE Component Entity or any Affiliate of any of its respective shareholders, partners, members, subsidiaries or Affiliates, them; (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, manager, member, employee employee, supplier, customer creditor or other Person, customer; or (iv) a member of the immediate family of any such shareholder, officer, director, partner, manager, member, employee, supplier, customer creditor 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)customer.

Independent Director. (a) The organizational documents of Borrower (to the extent such Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent directors or managers of such entity (each, 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 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)Provider.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent directors director or managers manager of such entity (each, an “Independent Director”) (unless two (2) Independent Directors are required by Lender in connection with a Secondary Market Transaction, in which case two (2) Independent Directors shall be appointed and all references to a single Independent Director shall be deemed to mean two (2) Independent Directors for all purposes hereunder) 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 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 (IIIIll) 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)Provider.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent directors or managers of such entity (each, 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 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, any 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, any 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 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)Provider.

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent directors director or managers manager of such entity (each, 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 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 any Borrower, the applicable SPE Component Entity or any of its their 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 any Borrower, the applicable SPE Component Entity or any of its their 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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving any Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years 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 Provider. Borrower hereby represents that (provided thati) Vcorp is an independent, if third party and is not affiliated with any Borrower Party and (ii) the Approved ID Provider that employs an Person(s) engaged as Independent Director is disapproved by Directors of each Borrower as of the Rating Agencies, such Independent Director shall be deemed to date hereof 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)the requirements set forth herein.

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent directors director or managers manager of such entity (each, 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 Director, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Director), partner, member (other than in its capacity as Special Member) or employee of, Borrower any Borrower, the applicable SPE Component Entity or any of its their 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 any Borrower, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or AffiliatesAffiliates (other than a nationally-recognized company that routinely provides professional independent directors and other corporate services to Borrower or any of its Affiliates in the ordinary course of its business), (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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving any Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years 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 thatProvider. Notwithstanding the foregoing, if the Approved ID Provider that employs no Independent Director shall also serve as an Independent Director (as such term is disapproved by defined in the Rating AgenciesMezzanine Loan Agreement) for Mezzanine Borrower or any Mezzanine SPE Component Entity. Notwithstanding anything to the contrary contained herein, such it shall be an additional covenant and requirement under this Article that any entity housing an Independent Director (whether any Borrower and/or any SPE Component Entity) 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).an Acceptable LLC. 115

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable Delaware LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent directors or managers of such entity (each, an “Independent 66 Director”) reasonably satisfactory to Administrative Agent 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 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, any Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliatesaffiliates, (ii) a customer of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, any Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliatesaffiliates (other than in its capacity as an Independent Director), (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 and (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 Provider. A natural Person who satisfies the Approved ID Provider that employs forgoing definition except for being an independent director/manager of another Borrower hereunder shall not be disqualified from serving as an Independent Director is disapproved by Director, provided that such natural Person satisfies all other criteria set forth above and the Rating Agenciesfees such individual earns from serving as independent director of each Borrower, in the aggregate, for any given year constitute less than five percent (5%) of such Person’s annual income for such year. Each Independent Director at the time of their initial engagement shall be deemed have had at least three (3) years prior experience as an independent director to satisfy this clause (III) unless a company or a corporation in the business of owning and until Borrower fails operating commercial properties similar in type and quality to replace such Independent Director within five (5) Business Days after receiving notice of such disapproval from Lender)the Property.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two (2) duly appointed independent members of its board of directors or managers of such entity managers, as applicable (each, an “Independent Director”) who each shall (I) not have been at the time of each such individual’s initial appointment, and (I) shall not have been at any time during the preceding five years, and shall not be at any time while serving as Independent 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 Affiliatesaffiliates, (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 Affiliatesaffiliates (other than in its capacity as a special member or independent director or manager of such affiliate; provided, that the fees that such individual earns from serving in such capacity constitute in the aggregate less than five percent (5%) of such individual’s annual income and such individual was engaged by Borrower and its affiliates through an Approved ID Provider), (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 Person, and (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 Provider. Each Independent Director is disapproved by at the Rating Agencies, such Independent Director time of their initial engagement shall be deemed have had at least three (3) years prior experience as an independent director to satisfy this clause (III) unless a company or a corporation in the business of owning and until Borrower fails operating commercial properties similar in type and quality to replace such Independent Director within five (5) Business Days after receiving notice of such disapproval from Lender)the Property.

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC), Pledgor (to the extent Pledgor is a corporation or an Acceptable LLC), Additional Obligor (to the extent Additional Obligor is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent directors or managers of such entity (each, 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 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 any Borrower, Pledgor, Additional Obligor, the applicable SPE Component Entity or any of its their 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 any Borrower, Pledgor, Additional Obligor, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or AffiliatesAffiliates (other than its capacity as an Approved ID Provider), (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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving any Borrower, Pledgor, Additional Obligor, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years years’ experience in serving as an Confidential Treatment Requested by Retail Value Inc. RVI-250. Pursuant to 17 C.F.R. Section 200.83. 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 thatProvider. Notwithstanding anything to the contrary contained herein, if the Approved ID Provider it shall be an additional covenant and requirement under this Article that employs any entity housing an Independent Director is disapproved by the Rating Agencies(whether any Borrower, such Independent Director Pledgor, Additional Obligor and/or any SPE Component Entity) 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)a Delaware entity.

Independent Director. (a) The organizational documents of each Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two (2) duly appointed independent directors or managers of such entity entity, including serving on its board of directors or as managers, as applicable (each, an “Independent Director”) reasonably satisfactory to Lender who each shall (I) not have been at the time of each such individual’s initial appointment, and (I) shall not have been at any time during the preceding five (5) years, and shall not be at any time while serving as Independent Director, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent DirectorDirector of the applicable Borrower or SPE Constituent Entity, as applicable or an Affiliate of Borrower that does not own a direct or indirect ownership interest in Borrower and that is required by a creditor to be a “single purpose entity”), partner, member or employee of, any Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliatesaffiliates, (ii) a customer creditor of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, any Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliatesaffiliates, other than an Approved ID Provider (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, creditor, supplier, customer or other Person Person, and (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 Provider. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (provided that, if i) by reason of being the Approved ID Provider Independent Director of a “single purpose entity” affiliated with Borrower that employs does not own a direct or indirect ownership interest in the Borrower shall be qualified to serve as an Independent Director is disapproved by of a Borrower, provided that the Rating Agencies, fees that such individual earns from serving as an Independent Director of affiliates of any Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. Each Independent Director at the time of their initial engagement shall have had at least three (3) years prior experience as an independent director to a company or a corporation in the business of owning and operating commercial properties similar in type and quality to the Properties. Notwithstanding anything herein to the contrary, it shall be deemed to satisfy an additional covenant and requirement under this clause (III) unless and until Borrower fails to replace such Section 5.2 that any entity retaining an Independent Director within five (5whether a Borrower or any SPE Component Entity) Business Days after receiving notice of such disapproval from Lender)shall be an Acceptable LLC.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent directors director or managers manager of such entity (each, 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 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)Provider.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent directors director or managers of such entity (each, an “"Independent Director”") who each shall (I) shall not have been at the time of each such individual’s '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 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 Borrower, the applicable SPE Component Entity or any of its their 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 Borrower, the applicable SPE Component Entity or any of its their 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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates, (II) shall have, at the time of their appointment, had at least three (3) years years' experience in serving as an independent director and (III) shall be employed by, in good standing with and engaged by Borrower Xxxxxxxx in connection with, in each case, an Approved ID Provider (provided thatProvider. Notwithstanding anything to the contrary contained herein, if the Approved ID Provider it shall be an additional covenant and requirement under this Article that employs any entity housing an Independent Director is disapproved by the Rating Agencies, such Independent Director (whether Borrower and/or any SPE Component Entity) 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)an Acceptable LLC.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent directors director or managers manager of such entity (each, 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 Director, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Director), partner, member (other than in its capacity as Special Member) or employee of, Borrower Borrower, the applicable SPE Component Entity or any of its their 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 Borrower, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or AffiliatesAffiliates (other than a nationally-recognized company that routinely provides professional independent directors and other corporate services to Borrower or any of its Affiliates in the ordinary course of its business), (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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years years’ experience in serving as an independent director and (III) be employed by, in good standing with and engaged by Borrower Xxxxxxxx in connection with, in each case, an Approved ID Provider (provided thatProvider. Notwithstanding the foregoing, if the Approved ID Provider that employs no Independent Director shall also serve as an Independent Director (as such term is disapproved by defined in the Rating Agencies, such Mortgage Loan Agreement) for Mortgage Borrower or any Mortgage SPE Component Entity or as an Independent Director (as such term is defined in the Mezzanine A Loan Agreement) for Mezzanine A Borrower or any Mezzanine A SPE Component Entity. Notwithstanding anything to the contrary contained herein, it shall be deemed to satisfy an additional covenant and requirement under this clause (III) unless and until Borrower fails to replace such Article that any entity housing an Independent Director within five (5whether Borrower and/or any SPE Component Entity) Business Days after receiving notice of such disapproval from Lender)shall be an Acceptable LLC.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable Delaware LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two (2) duly appointed independent directors or managers of such entity (each, an “Independent Director”) reasonably satisfactory to Lender who each shall (I) not have been at the time of each such individual’s '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 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 SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or Affiliatesaffiliates, (ii) a customer of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, Borrower or SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or Affiliatesaffiliates (other than in its capacity as an Independent Director), (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 and (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, and 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 Provider. Each Independent Director is disapproved by at the Rating Agencies, such Independent Director time of their initial engagement shall be deemed have had at least three (3) years prior experience as an independent director to satisfy this clause (III) unless a company or a corporation in the business of owning and until Borrower fails operating commercial properties similar in type and quality to replace such Independent Director within five (5) Business Days after receiving notice of such disapproval from Lender)the Property.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent member of its board of directors or managers of such entity managers, as applicable (each, an “Independent Director”) reasonably satisfactory to Lender who each shall (I) not have been at the time of each such individual’s initial appointment, and (I) shall not have been at any time during the preceding five years, and shall not be at any time while serving as Independent 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 Affiliatesaffiliates, (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 Affiliatesaffiliates (other than from providing routine corporate services such as acting as the registered agent for the Borrower or the SPE Component Entity and providing independent managers/directors, provided neither such individual or such individual’s primary employer has at any time derived more than five percent (5%) of its annual income from providing such corporate services), (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 Person, and (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 Provider. Each Independent Director is disapproved by at the Rating Agencies, such Independent Director time of their initial engagement shall be deemed have had at least three (3) years prior experience as an independent director to satisfy this clause (III) unless a company or a corporation in the business of owning and until Borrower fails operating commercial properties similar in type and quality to replace such Independent Director within five (5) Business Days after receiving notice of such disapproval from Lender)the Property.

Independent Director. (aj) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the each SPE Component Entity, as applicable, Entity (if any) shall provide that at all times there shall be be, and Borrower shall cause there to be, at least two one duly appointed independent member of the board of directors or managers (each an "INDEPENDENT DIRECTOR") of such entity (each, an “Independent Director”) who SPE Component Entity reasonably satisfactory to Lender each shall (I) of whom are not have been at the time of each such individual’s 's initial appointment, and shall not have been at any time during the preceding five (5) years, and shall not be at any time while serving as Independent Directora director of such SPE Component Entity, either (i) a shareholder (or other equity owner) of, or an officer, director director, partner, manager, member (other than as a Special Member in its capacity as Independent Directorthe case of single member Delaware limited liability company), partneremployee, member attorney or employee counsel of, Borrower, such SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or affiliates; (ii) a customer or creditor of, or supplier to, Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliates, (ii) a customer of, or supplier to, or other Person affiliates who derives any of its purchases or revenues revenue from its activities with, with Borrower or such SPE Component Entity or any Affiliate of any of its respective shareholders, partners, members, subsidiaries or Affiliates, them; (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, manager, member, employee employee, supplier, customer creditor or other Person, customer; or (iv) a member of the immediate family of any such shareholder, officer, director, partner, manager, member, employee, supplier, customer creditor or other Person customer. The organizational documents of each SPE Component Entity (IIif any) shall haveprovide that the board of directors of such SPE Component Entity shall not take any action which, under the terms of any certificate of incorporation, by-laws or any voting trust agreement with respect to any common stock, requires an unanimous vote of the board of directors of such SPE Component Entity of Borrower unless at the time of their appointment, had such action there shall be 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 one member of the Approved ID Provider that employs board of directors who is an Independent Director is disapproved by Director. Such SPE Component Entity will not, without the Rating Agenciesunanimous written consent of its board of directors, including the Independent Director[s], on behalf of itself or Borrower, (i) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable Creditors Rights Laws; (ii) seek or consent to the appointment of a receiver, liquidator or any similar official; (iii) take any action that might cause such Independent Director shall be deemed entity to satisfy this clause become insolvent; or (IIIiv) unless and until Borrower fails to replace such Independent Director within five (5) Business Days after receiving notice make an assignment for the benefit of such disapproval from Lender)creditors.

Independent Director. (a) The organizational documents Organizational Documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the each SPE Component Entity, as applicable, Entity (if any) shall provide that at all times there shall be be, and Borrower shall cause there to be, at least two duly appointed independent members of the board of directors or managers of such entity (each, each an “Independent Director”) who of such SPE Component Entity reasonably satisfactory to Lender each shall (I) of whom are 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 (5) years, and shall not be at any time while serving as Independent Directora director or manager of such SPE Component Entity, either (i) a shareholder (or other equity owner) of, or an officer, director director, partner, manager, member (other than as a Special Member in its capacity as Independent Directorthe case of single member Delaware limited liability companies), partneremployee, member attorney or employee counsel of, Borrower, such SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or affiliates; (ii) a customer or creditor of, or supplier to, Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliates, (ii) a customer of, or supplier to, or other Person affiliates who derives any of its purchases or revenues revenue from its activities with, with Borrower or such SPE Component Entity or any Affiliate of any of its respective shareholders, partners, members, subsidiaries or Affiliates, them; (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, manager, member, employee employee, supplier, customer creditor or other Person, customer; or (iv) a member of the immediate family of any such shareholder, officer, director, partner, manager, member, employee, supplier, customer creditor or other Person (II) shall havecustomer. Notwithstanding the foregoing, at a natural person who would fail to satisfy any of the time foregoing requirements solely as a result of their appointment, had at least three (3) years experience in such person serving as an independent director Independent Director of an Affiliate of Borrower and receiving compensation for such services (III) including consideration paid to such person’s employer or any Affiliate thereof in respect of such services), shall not 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 disqualified from serving as an Independent Director of Borrower if such individual is disapproved by the Rating Agencies, such an Independent Director shall be deemed provided by a nationally-recognized company that provides professional Independent Directors and such company also provides other corporate services in the ordinary course of its business. Furthermore, notwithstanding the foregoing, with respect to satisfy this clause SPE Component Entity, fail at any time to have at least two independent directors (IIIeach an “Independent Director”) unless that is not and until Borrower fails to replace such Independent Director within has not been for at least five (5) years: (a) a stockholder, director, officer, employee, partner, member, attorney or counsel of Mortgage Borrower, Borrower or of SPE Component Entity or any Affiliate of either of them; (b) a customer, supplier or other Person who derives its purchases or revenues (other than any fee paid to such director as compensation for such director to serve as an Independent Director) from its activities with Mortgage Borrower, Borrower, SPE Component Entity or any Affiliate of either of them (a “Business Days after receiving notice Party”); (c) a person or other entity controlling or under common control with any such stockholder, partner, member, director, officer, attorney, counsel or Business Party; or (d) a member of the immediate family of any such disapproval from Lender)stockholder, director, officer, employee, partner, member, attorney, counsel or Business Party. Notwithstanding the foregoing, no Independent Director shall also serve as an Independent Director (as such term is defined in the Mortgage Loan Agreement) for Mortgage Borrower or any SPE Component Entity (as such term is defined in the Mortgage Loan Agreement) of Mortgage Borrower.

Independent Director. (aA) The organizational documents of each Individual Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent directors or managers of such entity (each, 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 Director, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Director), partner, member (other than the Special Member) or employee of, such Individual Borrower or any of its respective shareholders, partners, members, subsidiaries or AffiliatesAffiliates (other than serving as a special member or springing member or an Independent Director or an Affiliate of such Individual Borrower that is not in a direct chain of ownership of such Individual Borrower), (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 AffiliatesIndividual Borrower, (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, or (v) a trustee or similar Person in any proceeding under the Bankruptcy Code (or any other federal or state bankruptcy or state law) involving such Individual Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliates, (II) shall have, at the time of their appointment, had at least three (3) years years’ experience in serving as an independent director director, and (III) be employed by, in good standing with and engaged by such Individual Borrower in connection with, in each case, an Approved ID Provider Provider. A natural person who satisfies the foregoing definition other than clause (provided thatii) above shall not be disqualified from serving as an Independent Director of an Individual Borrower if such individual is an Independent Director employed by, if the and in good standing with, an Approved ID Provider that employs an Independent Director is disapproved by provides professional independent directors, independent managers and special managers and also provides other corporate services in 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 ordinary course of such disapproval from Lender)its business.

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC), Pledgor (to the extent Pledgor is a corporation or an Acceptable LLC), Additional Obligor (to the extent Additional Obligor is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent directors or managers of such entity (each, 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 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 any Borrower, Pledgor, Additional Obligor, the applicable SPE Component Entity or any of its their 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 any Borrower, Pledgor, Additional Obligor, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or AffiliatesAffiliates (other than its capacity as an Approved ID Provider), (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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving any Borrower, Pledgor, Additional Obligor, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years 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 thatProvider. Notwithstanding anything to the contrary contained herein, if the Approved ID Provider it shall be an additional covenant and requirement under this Article that employs any entity housing an Independent Director is disapproved by the Rating Agencies(whether any Borrower, such Independent Director Pledgor, Additional Obligor and/or any SPE Component Entity) 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)a Delaware entity.

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent directors director or managers manager of such entity (each, 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 Director, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Director), partner, member (other than in its capacity as Special Member) or employee of, Borrower any Borrower, the applicable SPE Component Entity or any of its their 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 any Borrower, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or AffiliatesAffiliates (other than a nationally-recognized company that routinely provides professional independent directors and other corporate services to Borrower or any of its Affiliates in the ordinary course of its business), (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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving any Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years years’ experience in serving as an independent director and (III) be employed by, in good standing with and engaged by Borrower Bxxxxxxx in connection with, in each case, an Approved ID Provider (provided thatProvider. Notwithstanding anything to the contrary contained herein, if the Approved ID Provider it shall be an additional covenant and requirement under this Article that employs any entity housing an Independent Director is disapproved by the Rating Agencies, such Independent Director (whether any Borrower and/or any SPE Component Entity) 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).an Acceptable LLC. 106

Independent Director. (a1) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent directors director or managers of such entity (each, an “"Independent Director”") who each shall (I) shall not have been at the time of each such individual’s '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 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 Borrower, the applicable SPE Component Entity or any of its their 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 Borrower, the applicable SPE Component Entity or any of its their 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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates, (II) shall have, at the time of their appointment, had at least three (3) years years' experience in serving as an independent director and (III) shall be employed by, in good standing with and engaged by Borrower in connection with, in each case, an Approved ID Provider (provided thatProvider. Notwithstanding anything to the contrary contained herein, if the Approved ID Provider it shall be an additional covenant and requirement under this Article that employs any entity housing an Independent Director is disapproved by the Rating Agencies, such Independent Director (whether Borrower and/or any SPE Component Entity) 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)an Acceptable LLC.

Independent Director. (aA) The organizational documents of each Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent directors or managers of such entity (each, 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 Director, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Director), partner, member (other than the Special Member) or employee of, such Borrower or any of its respective shareholders, partners, members, subsidiaries or AffiliatesAffiliates (other than serving as a special member or springing member or an Independent Director or an Affiliate of such Borrower that is not in a direct chain of ownership of such Borrower), (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 AffiliatesBorrower, (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, or (v) a trustee or similar Person in any proceeding under the Bankruptcy Code (or any other federal or state bankruptcy or state law) involving such Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliates, (II) shall have, at the time of their appointment, had at least three (3) years years’ experience in serving as an independent director director, and (III) be employed by, in good standing with and engaged by such Borrower in connection with, in each case, an Approved ID Provider Provider. A natural person who satisfies the foregoing definition other than clause (provided thatii) above shall not be disqualified from serving as an Independent Director of a Borrower if such individual is an Independent Director employed by, if the and in good standing with, an Approved ID Provider that employs an Independent Director is disapproved by provides professional independent directors, independent managers and special managers and also provides other corporate services in 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 ordinary course of such disapproval from Lender)its business.

Independent Director. (a) The organizational documents of Borrower Bxxxxxxx (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component EntityParty, as applicable, shall provide that at all times there shall be at least two one (1) duly appointed independent directors director or managers manager of such entity (each, 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 Director, either (i) a shareholder (or other equity owner) of, or an officer, manager, director (other than in its capacity as Independent DirectorDirector of the Borrower or SPE Party or an Affiliate of Borrower or SPE Party that does not own a direct or indirect ownership interest in Borrower or SPE Party and that is required by a creditor to be a “special purpose entity”; provided that the fees that such individual earns from serving as an Independent Director of Affiliates of Borrower or SPE Party in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year), partner, member or employee of, Borrower Borrower, SPE Party or any of its their 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 Borrower, SPE Party or any of its their respective shareholders, partners, members, subsidiaries or AffiliatesAffiliates (other than an Approved ID 107- Provider), (iii) a Person who Controls or is under common Control with any such shareholder, officer, manager, director, partner, member, employee supplier, customer or other Person, or (iv) a member of the immediate family of any such shareholder, officer, manager, director, partner, member, employee, supplier, customer or other Person Person, and (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 or SPE Party in connection with, in each case, an Approved ID Provider Provider, and (III) shall have at the time of their appointment at least three (3) years’ experience in serving as an independent director or manager. The organizational documents of Borrower and SPE Party shall further provide that (I) the board of directors or managers of Bxxxxxxx and SPE Party and the constituent equity owners of such entities (such constituent equity owners, the “Constituent Members”) shall not take any Material Action unless at the time of such action there shall be at least one (1) Independent Director engaged as provided that, if by the Approved ID Provider that employs terms hereof and each Independent Director affirmatively votes in favor of such Material Action; (II) an Independent Director is disapproved by the Rating Agenciesmay be removed only for Cause and any resignation, such removal or replacement of any Independent Director shall not be deemed effective without (1) prior written notice to satisfy this clause Lender (III) unless and until Borrower fails to replace which such Independent Director within prior written notice must be given on the earlier of five (5) days or three (3) Business Days after receiving notice 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 applicable organizational documents (which such disapproval from Lenderevidence must accompany the aforementioned notice); (III) 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 the Borrower and any SPE Party (including Bxxxxxxx’s and any SPE Party’s respective creditors) in acting or otherwise voting on the matters provided for herein and in Borrower’s and SPE Party’s organizational documents (IV) except for duties to the Company as set forth in the immediately preceding subsection (III) (including duties to Borrower’s and any SPE Party’s respective Constituent Members and creditors solely to the extent of their respective economic interests in Borrower or SPE Party (as applicable) exclusive of (x) all other interests of the Constituent Members), (y) the interests of other Affiliates of the Constituent Members, Borrower and SPE Party and (z) the interests of any group of Affiliates of which the Constituent Members, Borrower or SPE Party is a part), the Independent Director shall not have any fiduciary duties to any Constituent Members, any directors of Borrower or SPE Party or any other Person; (V) the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing under applicable law; and (VI) to the fullest extent permitted by applicable law, including Section 18-1101(e) of the Act, an Independent Director shall not be liable to Borrower, SPE Party, 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. (ae) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two (2) duly appointed independent members of its board of directors or managers of such entity managers, as applicable (each, an “Independent Director”) satisfactory to Lender who each shall (I) not have been at the time of each such individual’s initial appointment, and (I) shall not have been at any time during the preceding five (5) years, and shall not be at any time while serving as Independent Director, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent DirectorDirector of either or both Borrowers), partner, member or employee of, such Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliatesaffiliates other than the other Borrower, (ii) a customer of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, such Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliatesaffiliates (other than from providing routine corporate services such as acting as the registered agent for such Borrower or the SPE Component Entity and providing independent managers/directors, provided neither such individual or such individual’s primary employer has at any time derived more than five percent (5%) of its annual income from providing such corporate services), (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 Person, and (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 such Borrower in connection with, in each case, an Approved ID Provider (provided that, if the Approved ID Provider that employs an Provider. Each Independent Director is disapproved by at the Rating Agencies, such Independent Director time of their initial engagement shall be deemed to satisfy this clause have had at least three (III3) unless and until Borrower fails to replace such Independent Director within five (5) Business Days after receiving notice of such disapproval from Lender)years prior experience as an independent director.

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent directors or managers of such entity (each, 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 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, any 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, any 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)Provider.

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent directors or managers of such entity (each, 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 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, any 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, any 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)Provider.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable Delaware LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent members of its board of directors or managers of such entity managers, as applicable (each, an “Independent Director”) reasonably satisfactory to Administrative Agent 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 Director, either (i) a shareholder (or other equity owner) of, or an officer, manager (other than a nationally‑recognized company that routinely provides professional Independent Directors and other corporate services to the Company or any of its Affiliates in the ordinary course of its business) 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 AffiliatesAffiliates (other than as Independent Director of Borrower or an Affiliate of Borrower that is not in the direct chain of ownership of Borrower and that is required by a creditor 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), (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 member of the immediate family of any such shareholder, officer, director, partner, member, employee, supplier, customer or other Person, or (iv) 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 and (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 Provider. Each Independent Director at the time of their initial engagement shall have had at least three (provided that, if 3) years prior experience as an independent director to a company or a corporation in the Approved ID Provider that employs business of owning and operating commercial properties similar in type and quality to the Property. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (i) by reason of being the Independent Director of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Director is disapproved by of the Rating AgenciesBorrower, provided that the fees that such individual earns from serving as an Independent Director shall be deemed to satisfy this clause (III) unless and until of Affiliates of the Borrower fails to replace such Independent Director within in any given year constitute in the aggregate less than five percent (5%) Business Days after receiving notice of such disapproval from Lender)individual’s annual income for that year. For purposes of this paragraph, a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to the Special Purpose Provisions in the Borrower’s LLC Agreement.

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC), Pledgor (to the extent Pledgor is an Acceptable LLC), Additional Obligor (to the extent Additional Obligor is an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent directors or managers of such entity (each, 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 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 any Borrower, Pledgor, Additional Obligor, the applicable SPE Component Entity or any of its their 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 any Borrower, Pledgor, Additional Obligor, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or AffiliatesAffiliates (other than its capacity as an Approved ID Provider), (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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving any Borrower, 129 Pledgor, Additional Obligor, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years 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 thatProvider. Notwithstanding anything to the contrary contained herein, if the Approved ID Provider it shall be an additional covenant and requirement under this Article that employs any entity housing an Independent Director is disapproved by the Rating Agencies(whether any Borrower, such Independent Director Pledgor, Additional Obligor and/or any SPE Component Entity) 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)a Delaware entity.

Independent Director. (a) The organizational documents of Borrower each SPE Component Entity (to the extent if any) or, if Borrower is a corporation or an Acceptable LLC) or the SPE Component EntityDelaware single member limited liability company, Borrower, as applicable, shall provide that at all times there shall be be, and Borrower shall cause there to be, at least two one duly appointed independent member of the board of directors or managers of such entity one manager, as applicable (each, each an “Independent Director”) who of such SPE Component Entity or Borrower, as applicable, reasonably satisfactory to Lender each shall (I) of whom are 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 (5) years, and shall not be at any time while serving as Independent Directora director or manager, as applicable, of such SPE Component Entity or Borrower, as applicable, either (i) a shareholder (or other equity owner) of, or an officerstockholder, director (other than in its capacity with the exception of serving as an Independent DirectorDirector of the SPE Component Entity or Borrower, as applicable), officer, trustee, employee, partner, member (with exception of serving as a Special Member), attorney or employee ofcounsel of Borrower, Borrower any SPE Component Entity, or any Affiliate of its respective shareholders, partners, members, subsidiaries or Affiliates, either of them; (ii) a customer ofcreditor, or supplier tocustomer, supplier, or other Person person who derives any of its purchases or revenues from its activities withwith any SPE Component Entity, Borrower or any Affiliate of its respective shareholders, partners, members, subsidiaries or Affiliates, either of them; (iii) a Person who Controls controlling or is under common Control control with any such shareholder, officer, director, partner, member, employee supplier, customer Person excluded from serving as Independent Director under (i) or other Person, (ii); or (iv) a member of the immediate family by blood or marriage of any such shareholder, officer, director, partner, member, employee, supplier, customer Person excluded from serving as Independent Director under (i) or (ii). A natural person who satisfies the foregoing definition other Person than subparagraph (IIii) shall have, at the time of their appointment, had at least three (3) years experience in not be disqualified from serving as an independent director and (III) be employed by, in good standing with and engaged by Independent Director of the Borrower in connection with, in each case, an Approved ID Provider (provided that, if the Approved ID Provider that employs such individual is an Independent Director is disapproved provided by a nationally-recognized company that provides professional independent director (a “Professional Independent Director”) and other corporate services in the Rating Agencies, such ordinary course of its business. A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the independent manager of a “special purpose entity” affiliated with the Borrower shall not be disqualified from serving as an Independent Director shall be deemed to satisfy this clause of the Borrower if such individual is either (IIIi) unless and until Borrower fails to replace such a Professional Independent Director within or (ii) the fees that such individual earns from serving as independent manager of affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) Business Days after receiving notice of such disapproval from Lender)individual’s annual income for that year. For purposes of this paragraph, a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to those special purpose provisions contained in Section 6.1 of this Agreement.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there so long as any obligations of the Borrower secured by the Security Instrument remain outstanding and not discharged in full, the Members shall be cause the Borrower to have at least two one (1) duly appointed independent member of its board of directors or managers of such entity managers, as applicable (each, an “Independent Director”) who each shall (I) not have been at the time of each such individual’s initial appointment, and (I) shall not have been at any time during the preceding five (5) years, and shall not be at any time while serving as Independent Director, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Director), partner, member (other than Special Member) or employee of, Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliatesaffiliates, (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 Affiliatesaffiliates, (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 Person, and (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 Provider. Each Independent Director is disapproved by at the Rating Agencies, such Independent Director time of its initial engagement shall be deemed have had at least three (3) years prior experience as an independent director to satisfy this clause (III) unless a company or a corporation in the business of owning and until Borrower fails operating commercial properties similar in type and quality to replace such Independent Director within five (5) Business Days after receiving notice of such disapproval from Lender)the Property.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the each SPE Component Entity, as applicable, Entity (if any) shall provide that at all times there shall be be, and Borrower shall cause there to be, at least two duly appointed independent directors members of the board of directors, board of managers or managers of such entity equivalent governing board (each, each an “Independent Director”) who of such SPE Component Entity reasonably satisfactory to Lender each shall (I) of whom are 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 (5) years, and shall not be at any time while serving as an Independent DirectorDirector of such SPE Component Entity, either (i) a shareholder (or other equity owner) of, or an officer, director director, partner, manager, member (other than as a Special Member in its capacity the case of a single member Delaware limited liability company, or in the instance in which such Independent Director is an employee, representative or officer of a corporate service company which in the ordinary course of business serves as Independent DirectorDirector for an Affiliate of Borrower other than any Affiliate which has a direct interest in Borrower, Affiliated Lessee or any of Borrower’s constituent entities), partneremployee, member attorney or employee counsel of, Borrower, such SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates; (ii) a customer or creditor of, or supplier to, Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliates, (ii) a customer of, or supplier to, or other Person Affiliates who derives any of its purchases or revenues revenue from its activities with, with Borrower or such SPE Component Entity or any Affiliate of any of its respective shareholders, partners, members, subsidiaries or Affiliates, them; (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, manager, member, employee employee, supplier, customer creditor or other Person, customer; or (iv) a member of the immediate family of any such shareholder, officer, director, partner, manager, member, employee, supplier, customer creditor 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)customer.

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent directors director or managers manager of such entity (each, 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 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, any 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, any 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)Provider.

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent directors director or managers manager of such entity (each, 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 Director, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Director), partner, member (other than in its capacity as Special Member) or employee of, Borrower any Borrower, the applicable SPE Component Entity or any of its their 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 any Borrower, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or AffiliatesAffiliates (other than a nationally-recognized company that routinely provides professional independent directors and other corporate services to Borrower or any of its Affiliates in the ordinary course of its business), (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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving any Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years years’ experience in serving as an independent director and (III) be employed by, in good standing with and engaged by Borrower Bxxxxxxx in connection with, in each case, an Approved ID Provider (provided thatProvider. Notwithstanding the foregoing, if the Approved ID Provider that employs no Independent Director shall also serve as an Independent Director (as such term is disapproved by defined in the Rating AgenciesMortgage Loan Agreement) for Mortgage Borrower or any Mortgage SPE Component Entity. Notwithstanding anything to the contrary contained herein, such it shall be an additional covenant and requirement under this Article that any entity housing an Independent Director (whether any Borrower and/or any SPE Component Entity) 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)an Acceptable LLC.

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent directors director or managers manager of such entity (each, 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 Director, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Director), partner, member (other than in its capacity as Special Member) or employee of, Borrower any Borrower, the applicable SPE Component Entity or any of its their 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 any Borrower, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or AffiliatesAffiliates (other than a nationally-recognized company that routinely provides professional independent directors and other corporate services to Borrower or any of its Affiliates in the ordinary course of its business), (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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving any Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years years’ experience in serving as an independent director and (III) be employed by, in good standing with and engaged by Borrower Bxxxxxxx in connection with, in each case, an Approved ID Provider (provided thatProvider. Notwithstanding the foregoing, if the Approved ID Provider that employs no Independent Director shall also serve as an Independent Director (as such term is disapproved by defined in the Rating AgenciesMezzanine Loan Agreement) for Mezzanine Borrower or any Mezzanine SPE Component Entity. Notwithstanding anything to the contrary contained herein, such it shall be an additional covenant and requirement under this Article that any entity housing an Independent Director (whether any Borrower and/or any SPE Component Entity) 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).an Acceptable LLC. 117

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the each SPE Component Entity, as applicable, Entity (if any) shall provide that at all times there shall be be, and Borrower shall cause there to be, at least two duly appointed independent members of the board of directors or managers of such entity (each, each an “Independent Director”) who of such SPE Component Entity reasonably satisfactory to Lender each shall (I) of whom are 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 (5) years, and shall not be at any time while serving as Independent Directora director or manager of such SPE Component Entity, either (i) a shareholder (or other equity owner) of, or an officer, director director, partner, manager, member (other than as a Special Member in its capacity as Independent Directorthe case of single member Delaware limited liability companies), partneremployee, member attorney or employee counsel of, Borrower, such SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or affiliates; (ii) a customer or creditor of, or supplier to, Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliates, (ii) a customer of, or supplier to, or other Person affiliates who derives any of its purchases or revenues revenue from its activities with, with Borrower or such SPE Component Entity or any Affiliate of any of its respective shareholders, partners, members, subsidiaries or Affiliates, them; (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, manager, member, employee employee, supplier, customer creditor or other Person, customer; or (iv) a member of the immediate family of any such shareholder, officer, director, partner, manager, member, employee, supplier, customer creditor or other Person (II) shall havecustomer. Notwithstanding the foregoing, at a natural person who would fail to satisfy any of the time foregoing requirements solely as a result of their appointment, had at least three (3) years experience in such person serving as an independent director and Independent Director of an Affiliate of Borrower (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 other than serving as an Independent Director is disapproved by the Rating Agenciesof Capital Lodging TRS I, Corp., a Delaware corporation or Capital Lodging Properties I Limited Partner, L.P., a Delaware limited partnership) and receiving compensation for such services (including consideration paid to such person’s employer or any Affiliate thereof in respect of such services), shall not be disqualified from serving as an Independent Director shall be deemed to satisfy this clause (III) unless and until of Borrower fails to replace if such individual is an Independent Director within five (5) Business Days after receiving notice provided by a nationally-recognized company that provides professional Independent Directors and such company also provides other corporate services in the ordinary course of such disapproval from Lender)its business.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent directors director or managers manager of such entity (each, 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 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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years 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 thatProvider. Notwithstanding the foregoing, if the Approved ID Provider that employs a Person who would otherwise not qualify to serve as Independent Director solely by reason of serving as an independent director for Affiliates of Borrower shall not be so disqualified and may serve as an Independent Director is disapproved by the Rating Agenciesso long as such Person derives less than 5% of his or her total annual income from his or her service as independent director for Borrower or SPE Component Entity, such Independent Director shall be deemed to satisfy this clause (III) unless as applicable, and until Borrower fails to replace such Independent Director within five (5) Business Days after receiving notice each applicable affiliate of such disapproval from Lender)Borrower.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent directors director or managers manager of such entity (each, 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 Director, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Director), partner, member (other than in its capacity as Special Member) or employee of, Borrower Borrower, the applicable SPE Component Entity or any of its their 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 Borrower, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or AffiliatesAffiliates (other than a nationally-recognized company that routinely provides professional independent directors and other corporate services to Borrower or any of its Affiliates in the ordinary course of its business), (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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years years’ experience in serving as an independent director and (III) be employed by, in good standing with and engaged by Borrower Xxxxxxxx in connection with, in each case, an Approved ID Provider (provided thatProvider. Notwithstanding the foregoing, if the Approved ID Provider that employs no Independent Director shall also serve as an Independent Director (as such term is disapproved by defined in the Rating Agencies, such Mortgage Loan Agreement) for Mortgage Borrower or any Mortgage SPE Component Entity or as an Independent Director (as such term is defined in the Mezzanine B Loan Agreement) for Mezzanine B Borrower or any Mezzanine B SPE Component Entity. Notwithstanding anything to the contrary contained herein, it shall be deemed to satisfy an additional covenant and requirement under this clause (III) unless and until Borrower fails to replace such Article that any entity housing an Independent Director within five (5whether Borrower and/or any SPE Component Entity) Business Days after receiving notice of such disapproval from Lender)shall be an Acceptable LLC.

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent directors director or managers manager of such entity (each, 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 Director, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Director), partner, member (other than in its capacity as Special Member) or employee of, Borrower any Borrower, the applicable SPE Component Entity or any of its their 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 any Borrower, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or AffiliatesAffiliates (other than a nationally-recognized company that routinely provides professional independent directors and other corporate services to Borrower or any of its Affiliates in the ordinary course of its business), (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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving any Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years years’ experience in serving as an independent director and (III) be employed by, in good standing with and engaged by Borrower Xxxxxxxx in connection with, in each case, an Approved ID Provider (provided thatProvider. Notwithstanding the foregoing, if the Approved ID Provider that employs no Independent Director shall also serve as an Independent Director (as such term is disapproved by defined in each Mezzanine Loan Agreement) for any Mezzanine Borrower or any Mezzanine SPE Component Entity. Notwithstanding anything to the Rating Agenciescontrary contained herein, such it shall be an additional covenant and requirement under this Article that any entity housing an Independent Director (whether any Borrower and/or any SPE Component Entity) 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)an Acceptable LLC.

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two one duly appointed independent directors director or managers manager of such entity (each, 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 Director, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Director), partner, member (other than in its capacity as Special Member) or employee of, Borrower any Borrower, the applicable SPE Component Entity or any of its their 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 any Borrower, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or AffiliatesAffiliates (other than a nationally-recognized company that routinely provides professional independent directors and other corporate services to Borrower or any of its Affiliates in the ordinary course of its business), (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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving any Borrower, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years years’ experience in serving as an independent director and (III) be employed by, in good standing with and engaged by Borrower Bxxxxxxx in connection with, in each case, an Approved ID Provider (provided thatProvider. Notwithstanding the foregoing, if the Approved ID Provider that employs no Independent Director shall also serve as an Independent Director (as such term is disapproved by defined in the Rating AgenciesMortgage Loan Agreement) for Mortgage Borrower or any Mortgage SPE Component Entity. Notwithstanding anything to the contrary contained herein, such it shall be an additional covenant and requirement under this Article that any entity housing an Independent Director (whether any Borrower and/or any SPE Component Entity) 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).an Acceptable LLC. 115

Independent Director. (a) The organizational documents of each Borrower (to the extent such Borrower is a corporation or an Acceptable LLC), Pledgor (to the extent Pledgor is a corporation or an Acceptable LLC), Additional Obligor (to the extent Additional Obligor is a corporation or an Acceptable LLC) or the applicable SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent directors or managers of such entity (each, 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 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 any Borrower, Pledgor, Additional Obligor, the applicable SPE Component Entity or any of its their 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 any Borrower, Pledgor, Additional Obligor, the applicable SPE Component Entity or any of its their respective shareholders, partners, members, subsidiaries or AffiliatesAffiliates (other than its capacity as an Approved ID Provider), (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 or (v) a trustee or similar Person in any proceeding under Creditors Rights Laws involving any Borrower, Pledgor, Additional Obligor, the applicable SPE Component Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates (II) shall have, at the time of their appointment, had at least three (3) years years’ experience in serving as an 127 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 thatProvider. Notwithstanding anything to the contrary contained herein, if the Approved ID Provider it shall be an additional covenant and requirement under this Article that employs any entity housing an Independent Director is disapproved by the Rating Agencies(whether any Borrower, such Independent Director Pledgor, Additional Obligor and/or any SPE Component Entity) 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)a Delaware entity.

Independent Director. (a) The organizational documents of Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPE Component Entity, as applicable, shall provide that at all times there shall be at least two duly appointed independent members of its board of directors or managers of such entity managers, as applicable (each, an “Independent Director”) reasonably satisfactory to Lender who each shall (I) not have been at the time of each such individual’s initial appointment, and (I) shall not have been at any time during the preceding five years, and shall not be at any time while serving as Independent Director, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent DirectorDirector of Borrower or an Affiliate of Borrower that is not in the direct chain of ownership of Borrower and such Affiliate of Borrower is also employed by an Approved ID Provider), partner, member or employee of, Borrower or any of its respective shareholders, partners, members, subsidiaries or Affiliatesaffiliates, (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 Affiliatesaffiliates (other than a nationally recognized company that routinely provides professional independent directors or managers and that also provides lien search, agents for service for process and other similar services to Borrower or any Constituent Members (defined below)), (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 Person, and (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 Provider. A natural person who otherwise satisfies the foregoing definition other than subsection (provided that, if i) by reason of being the Approved ID Provider that employs independent director of a single purpose entity affiliated with Borrower shall not be disqualified from serving as an Independent Director is disapproved by of Borrower (or any SPE Component Entity) if the Rating Agencies, fees that such individual earns from serving as Independent Director shall be deemed to satisfy this clause of affiliates of Borrower constitute in the aggregate less than five percent (III5%) unless and until Borrower fails to replace of such individual’s annual income. Notwithstanding the immediately preceding sentence, an Independent Director within five (5) Business Days after receiving notice of such disapproval from Lender)Borrower or any SPE Component Entity may not simultaneously serve as Independent Director of Borrower or any SPE Component Entity and as an independent director of a special purpose entity that owns a direct or indirect equity interest in Borrower or the SPE Component Entity.