Covenants Applicable to Pledgor. Pledgor shall, and Seller shall ensure that Pledgor shall, (a) own no assets other than its limited liability company interest in Seller, and shall not engage in any business other than (i) entering into and performing its obligations under the Repurchase Documents, (ii) acquiring, owning, transferring or pledging limited liability company interests in Seller, as expressly permitted or contemplated under the Repurchase Documents, and (iii) transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing, (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), except as otherwise expressly permitted or contemplated under the Repurchase Documents, (c) not make any loans or advances to any Affiliate or third party and shall not acquire obligations or securities of its Affiliates, other than with respect to the equity interests in Seller, (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; provided, however, that the foregoing provisions of this clause (d) shall not, in and among themselves, require any shareholder, partner or member of such entity, as applicable, to make additional capital contributions to such entity, (e) comply with the provisions of its Governing Documents, (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents without the prior written consent of Buyer; provided, however, that Buyer’s consent shall not be required for ministerial, typographical or other clerical modifications or amendments with no material effect so long as Seller provides prior written notice thereof to Buyer, (g) except as provided in the Compliance Certificate, maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements may be to the extent consolidation is required under GAAP or as a matter of Requirements of Law; provided, that (i) appropriate notation shall be made on such financial statements to indicate the separateness of Pledgor from such Affiliate and to indicate that Pledgor’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be lis...
Covenants Applicable to Pledgor. Seller and Pledgor shall, and Seller shall ensure that Pledgor shall, comply with the following additional provisions if either Seller or Pledgor is a limited partnership, an exempted company, a corporation, a limited liability company with more than one member or a single-member limited liability company (as the case may be):
(a) if either Seller or Pledgor is a limited partnership, each such entity shall have at least one general partner and shall have, as its only general partners, Special Purpose Entities each of which (i) is a corporation or single-member Delaware limited liability company, (ii) has at least one Independent Director or Independent Manager, and (iii) holds a direct interest as general partner in the limited partnership of not less than 0.5% (or 0.1% if the limited partnership is a Delaware entity);
(b) if either Seller or Pledgor is a corporation, each such entity shall have at least one Independent Director or Independent Manager, and shall not cause or permit the board of directors of such entity to take any Insolvency Action either with respect to itself and, if the corporation is a Pledgor, with respect to Seller, or any action requiring the unanimous affirmative vote of 100% of the members of its board of directors unless all of its Independent Directors or Independent Managers shall have participated in such vote and shall have voted in favor of such action;
(c) if either Seller or Pledgor is an exempted company or a limited liability company (other than a limited liability company meeting all of the requirements applicable to a single-member limited liability company set forth in Section 9.03(d)), it shall have at least one member that is a Special Purpose Entity, each of which (i) is a corporation or a single-member Delaware limited liability company, (ii) has at least one Independent Director or Independent Manager and (iii) directly owns at least 0.5% of the equity of the exempted company or limited liability company (or 0.1% if the limited liability company is a Delaware entity); and
(d) if Pledgor is a single-member limited liability company, such entity (i) shall be a Delaware limited liability company, (ii) shall have at least one Independent Director or Independent Manager serving as manager of such company, (iii) shall not take any Insolvency Action and shall not cause or permit the members or managers of such entity to take any Insolvency Action, either with respect to itself or, if the company is a Pledgor, with respe...
