Extract to table

The Company has been formed as a special purpose entity and, pursuant to the terms of the Mezzanine Loan Agreement and the Company's Limited Liability Company Agreement, is required to have at least one (1) Independent Director designated at all times in order to satisfy the separateness covenants contained therein

As used in this Agreement, the following terms shall have the meanings set forth below

Unless the context otherwise requires: (a) words importing the singular shall include the plural, and vice versa; (b) references to "herein," "hereof," "hereunder," and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; (c) references to any Article, Section, Exhibit, or Schedule refer to the applicable Article, Section, Exhibit, or Schedule of or to this Agreement; (d) references to any agreement or instrument mean such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms; (e) the headings of Articles, Sections, and other subdivisions of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement; (f) references to any law, statute, regulation, or rule include any amendments thereto and any successor provisions; (g) the words "include," "includes," and "including" are not limiting and shall be deemed to be followed by the words "without limitation"; and (h) this Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, as set forth more fully in Section 10

The Designated Independent Director shall execute the Acceptance and Consent attached hereto as Exhibit A concurrently with or promptly following the execution of this Agreement

This Agreement shall not become effective with respect to the Designated Independent Director's service until the Acceptance and Consent has been duly executed and delivered

The Company shall deliver to Service Provider and the Mezzanine Lender evidence of such appointment promptly upon completion