AT LEAST ONE (1) DULY
APPOINTED INDEPENDENT DIRECTOR OR INDEPENDENT MANAGER, AS APPLICABLE, WHO IS A
NATURAL PERSON AND ALSO A NON-ECONOMIC MEMBER OF BORROWER (EACH, AN "INDEPENDENT
DIRECTOR/MANAGER") WHOSE AFFIRMATIVE VOTE WILL BE REQUIRED IN ORDER FOR A
VOLUNTARY FILING FOR PROTECTION UNDER THE BANKRUPTCY CODE OR SIMILAR ACTION BY
BORROWER AND WHO IS NOT AT THE TIME OF SUCH INDIVIDUAL'S INITIAL APPOINTMENT AS
INDEPENDENT DIRECTOR/MANAGER, SHALL NOT BE DURING SUCH INDIVIDUAL'S TENURE AS
INDEPENDENT DIRECTOR/MANAGER, AND MAY NOT HAVE BEEN AT ANY TIME DURING THE
PRECEDING FIVE YEARS, (I) A SHAREHOLDER, MEMBER OR PARTNER OF, OR AN OFFICER,
MANAGER, DIRECTOR, EXCEPT IN HIS OR HER CAPACITY AS INDEPENDENT DIRECTOR/MANAGER
OF BORROWER, PAID CONSULTANT OR EMPLOYEE OF, CUSTOMER OF OR SUPPLIER TO OR A
MEMBER OF THE IMMEDIATE FAMILY OF BORROWER (EXCEPT IN HIS OR HER CAPACITY AS
INDEPENDENT DIRECTOR/MANAGER OF BORROWER) OR ANY OF ITS SHAREHOLDERS, MEMBERS,
PARTNERS, SUBSIDIARIES OR AFFILIATES OR (II) ANY PERSON OR OTHER ENTITY
CONTROLLING OR UNDER COMMON CONTROL WITH ANY SUCH SHAREHOLDER, MEMBER, PARTNER,
OFFICER, MANAGER, DIRECTOR, EMPLOYEE, SUPPLIER OR CUSTOMER OR ANY MEMBER OF THE
IMMEDIATE FAMILY OF ANY OF THEM; PROVIDED, HOWEVER, THAT THE FOREGOING
LIMITATIONS ON THE USE OF PERSONS WHO ARE AFFILIATES OF BORROWER AS INDEPENDENT
DIRECTOR/MANAGER SHALL NOT APPLY TO BORROWER'S USE OF NATURAL PERSONS EMPLOYED
BY CT CORPORATION OR ANY REPUTABLE, NATIONAL SERVICE SIMILAR TO CT CORPORATION
AND REASONABLY APPROVED BY LENDER TO FILL THE POSITION OF INDEPENDENT DIRECTOR/
MANAGER REQUIRED HEREUNDER, NOTWITHSTANDING THAT SUCH PERSONS MAY ALSO ACT AS
INDEPENDENT DIRECTORS OF SUCH AFFILIATES OF BORROWER, SO LONG AS SUCH
INDEPENDENT DIRECTOR/MANAGER DOES NOT DERIVE MORE THAN 5% OF HIS/HER ANNUAL
INCOME FROM SERVING AS DIRECTOR/MANAGER OF AFFILIATES OF BORROWER.
AS USED
HEREIN, THE TERM "CONTROL" MEANS THE POSSESSION, DIRECTLY OR INDIRECTLY, OF THE
POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND POLICIES OF A
PERSON OR ENTITY, WHETHER THROUGH OWNERSHIP OF VOTING SECURITIES, BY CONTRACT OR
OTHERWISE;
(FF)
HAS COMPLIED AND WILL COMPLY WITH THE
SEPARATENESS PROVISIONS OF THE ORGANIZATIONAL DOCUMENTS SINCE SUCH
ORGANIZATIONAL DOCUMENTS WERE EXECUTED AND DELIVERED, AND WITH THE LAWS OF THE
STATE OF ITS FORMATION RELATING TO LIMITED LIABILITY COMPANIES;
(GG)
WITH RESPECT TO ANY ENTITY COMPRISING THE BORROWER
THAT IS A LIMITED LIABILITY COMPANY, THE ORGANIZATIONAL DOCUMENTS PROVIDE AND
SHALL AT ALL TIMES CONTINUE TO PROVIDE THAT UPON THE OCCURRENCE OF ANY EVENT
THAT CAUSES THE SINGLE MEMBER TO CEASE TO BE A
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MEMBER OF BORROWER, THE INDEPENDENT DIRECTOR/MANAGER SHALL, WITHOUT ACTION OF
ANY PERSON AND SIMULTANEOUSLY WITH THE SINGLE MEMBER CEASING TO BE A MEMBER OF
BORROWER, AUTOMATICALLY CONTINUE AS A MEMBER OF SUCH BORROWER AND SHALL CONTINUE
BORROWER WITHOUT DISSOLUTION;
(HH)
WITH RESPECT TO ANY ENTITY COMPRISING THE BORROWER
THAT IS A LIMITED LIABILITY COMPANY, BORROWER SHALL CAUSE REPUTABLE DELAWARE
COUNSEL ACCEPTABLE TO LENDER (THE "DELAWARE LAW FIRM") TO DELIVER TO LENDER AN
OPINION LETTER REASONABLY SATISFACTORY TO LENDER, WHEREBY THE DELAWARE LAW FIRM
OPINES (WHICH OPINION MAY BE SUBJECT TO STANDARD ASSUMPTIONS,