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Borrower will not dissolve or terminate or materially amend the terms of its trust
<br />agreement, certificate of incorporation, partnership agreement, operating agreement or
<br />other agreement pursuant to which Borrower is organized.
<br />Borrower will not enter into any transaction of merger or consolidation, or liquidate or
<br />dissolve (or suffer any liquidation or dissolution), or acquire by purchase or otherwise
<br />all or substantially all the business or assets of, or any stock or other evidence of
<br />beneficial ownership of any entity.
<br />(t) If Borrower is a Delaware statutory trust, at least one trustee, or if Borrower is a
<br />limited liability company, at least one member or manager, or if Borrower is a
<br />corporation, at least one director, or if Borrower is a limited partnership, at least one
<br />general partner (such trustee, member, manager, director or general partner being
<br />herein referred to as the "SPC Member ") shall be (i) a limited liability company or
<br />corporation which at all times has a manager, member or director who qualifies as an
<br />Independent Person (as defined below), or (ii) a natural person who qualifies as an
<br />Independent Person (as defined in paragraph 20(u)), and such SPC Member other than
<br />an Independent Person (hereinafter defined) will at all times cause Borrower to
<br />comply, with each of the representations, warranties, and covenants contained in this
<br />paragraph 20. Additionally, if Borrower is a limited partnership, at least one general
<br />partner of Borrower shall at all times satisfy the covenants made with respect to
<br />Borrower in this paragraph 20 (the "Special Purpose General Partner ").
<br />(u) "Independent Person" means an individual who is not, and during the preceding five
<br />(5) years has never been, and is not while serving as the Independent Person (and is
<br />not, and during the preceding five (5) years has never been, an Affiliate of): (i) a direct
<br />or indirect legal or beneficial owner of any limited liability company membership
<br />interest, stock, partnership, membership or other equity interest in any of Borrower, an
<br />Owner (defined in this paragraph 20(u)) or any of their respective Affiliates (defined in
<br />this paragraph 20(u)); (ii) a substantial creditor, customer or supplier of any of
<br />Borrower, an Owner or any of their respective Affiliates (notwithstanding the
<br />foregoing a person who derives and reasonably expects to derive in the future no more
<br />than 5% of his or her annual adjusted gross income from services rendered as an
<br />Independent Person for Borrower and Affiliates of Borrower shall not be disqualified
<br />as an Independent Person); (iii) an employee, officer, director (other than during his
<br />tenure as an Independent Person of Borrower or for one or more Affiliates), member,
<br />manager (other than as an Independent Person of Borrower or for one or more
<br />Affiliates), trustee (other than as Independent Person of Borrower or for one or more
<br />Affiliates), beneficiary or contractor (other than contracting to provide services as an
<br />Independent Person or in any similar capacity) of Borrower, an Owner or any of thcir
<br />respective Affiliates; (iv) a person who controls (whether directly, indirectly or
<br />otherwise), Borrower, an Owner or any of their respective Affiliates (other than acting
<br />as an Independent Person or in any similar capacity) or any substantial supplier,
<br />customer or creditor, or an officer, director (other than as an Independent Person of
<br />Borrower or for one or more Affiliates), beneficiary, trustee (other than as an
<br />Independent Person of Borrower or for one or more Affiliates), manager (other than as
<br />an Independent Person of Borrower or for one or more Affiliates), member or
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<br />201400400
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