NOW, NOR
HAS EVER BEEN, PARTY TO ANY LAWSUIT, ARBITRATION, SUMMONS, OR LEGAL PROCEEDING
THAT IS STILL PENDING OR THAT RESULTED IN A JUDGMENT AGAINST IT THAT HAS NOT
BEEN PAID IN FULL;
(VIII)
HAS PROVIDED
LENDER WITH COMPLETE FINANCIAL STATEMENTS THAT REFLECT A FAIR AND ACCURATE VIEW
OF THE ENTITY'S FINANCIAL CONDITION; AND
(IX)
HAS NO
MATERIAL CONTINGENT OR ACTUAL OBLIGATIONS NOT RELATED TO THE PROPERTY.
(F)
EACH AMENDMENT AND RESTATEMENT OF EACH INDIVIDUAL BORROWER'S
ORGANIZATIONAL DOCUMENTS HAS BEEN ACCOMPLISHED IN ACCORDANCE WITH, AND WAS
PERMITTED BY, THE RELEVANT PROVISIONS OF SAID DOCUMENTS PRIOR TO ITS AMENDMENT
OR RESTATEMENT FROM TIME TO TIME.
SECTION 5.2
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 MEMBERS OF ITS BOARD OF DIRECTORS OR 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
AFFILIATES (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, AND (II)
BE EMPLOYED BY, IN GOOD STANDING WITH AND ENGAGED BY BORROWER IN CONNECTION
WITH, IN EACH CASE, AN APPROVED ID PROVIDER.
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 PROPERTY.
A NATURAL PERSON WHO OTHERWISE SATISFIES THE FOREGOING
DEFINITION AND SATISFIES