Common use of Covenants Applicable to Pledgor Clause in Contracts

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 listed on the Pledgor’s own separate balance sheet) and file its own tax returns (except to the extent it is treated as a disregarded entity and is not required to file tax returns under applicable Requirements of Law), (h) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business solely in its own name, and shall not identify itself or any of its Affiliates as a division or department of the other, (i) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall remain Solvent; provided, however, that the foregoing provisions of this clause (i) shall not require any shareholder, partner or member of such entity, as applicable, to make additional capital contributions to such entity, (j) to the fullest extent permitted by law not engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein), (k) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Person, (l) except as provided in the Compliance Certificate, maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (m) not guarantee or become obligated for the debts or obligations of any other Person and not hold itself out to be responsible for the debts or obligations of any other Person, (n) not, without the prior unanimous written consent of all of its Independent Directors, take any Insolvency Action with respect to itself or Seller, (o) (i) have at all times at least one (1) Independent Director or Independent Manager (or such greater number as required by Buyer or any Rating Agency), upon ten (10) Business Days’ prior written notice to Pledgor) whose vote is required to take any Insolvency Action, and (ii) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the agreement pursuant to which such Independent Director or Independent Manager consents to and as an “Independent Director” or “Independent Manager” for Pledgor, (p) the Governing Documents for Pledgor shall provide that for so long as any Repurchase Obligations remain outstanding, (I) that Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (II) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (III) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Pledgor or Seller, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (q) not enter into any transaction, contract or agreement with an Affiliate of the Pledgor except in the ordinary course of business on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction, (r) maintain a sufficient number of employees in light of contemplated business operations, (s) allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate, (t) except pursuant to the Pledge and Security Agreement, not pledge its assets to secure the obligations of any other Person, and (u) not form, acquire or hold any Subsidiary, except for Seller, or own any Equity Interest in any other entity, except for its Equity Interest in Seller.

Covenants Applicable to Pledgor. Pledgor shall, and Seller shall ensure that Pledgor shall, (a) own no assets other than its limited liability company interest Equity Interest in Seller, and shall not engage in any business other than (i) entering into acting as a member of Seller 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, this Agreement; (c) not make any loans or advances to any Affiliate or third party any other Person and shall not acquire obligations or securities of its Affiliates, other than with respect to the equity interests its Equity Interest 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 with respect to the prior written consent of Buyermatters set forth in this Article 9; 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 records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its Affiliates (except that such assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statements may be to the extent consolidation is required under GAAP or as a matter statement of Requirements of Lawany other Person; provided, however, that the Pledgor’s assets may be included in a consolidated financial statement of its Affiliate provided that (iI) appropriate notation shall be made on such consolidated 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 (iiII) such assets shall also be listed on the Pledgor’s own separate balance sheet; (i) and file its own tax returns (separate from those of any other Person, except to the extent it that Pledgor is treated as a “disregarded entity and entity” for tax purposes or is otherwise not required to file tax returns under applicable Requirements of Law), ; (hj) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business solely in its own name, and shall not identify itself or any of its Affiliates as a division or department of the other, ; (ik) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall remain Solvent; provided, however, provided that the foregoing provisions of this clause (i) shall not require any shareholder, partner holder of direct or member of such entity, as applicable, indirect Equity Interests in Pledgor to make any additional capital contributions to such entity, Pledgor; (jl) to the fullest extent permitted by law law, not engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation consolidation, division or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein), nor shall Pledgor adopt, file or effect a Division; (km) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Person, ; (ln) except as provided in the Compliance Certificate, maintain its properties, assets and accounts separate from those of any Affiliate or any other Person; (o) except as contemplated by the Pledge Agreement with respect to Seller, (m) not guarantee or any obligation of any Person, including any Affiliate, become obligated for the debts or obligations of any other Person and not Person, or hold itself out its credit or assets as being available to be responsible for pay the debts or obligations of any other Person, ; (np) not, without the prior unanimous written consent of all of its Independent Directors, take any Insolvency Action with respect to itself or Seller, Action; (oq) (iI) have at all times at least one (1) Independent Director or Independent Manager (or such greater number as required by Buyer or any Rating Agency), upon ten (10) Business Days’ prior written notice to Pledgor) whose vote is required to take any Insolvency Action, Action and (iiII) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the agreement pursuant to which such Independent Director or Independent Manager consents to and serves as an “Independent Director” or “Independent Manager” for Pledgor, ; (pr) the have Governing Documents for Pledgor shall that provide that for so long as any Repurchase Obligations remain outstanding, (I) that the Independent Manager or Independent Director may be removed only for Cause; (II) Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, Manager and (IIIII) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of SellerPledgor, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (IIIIV) that, except for duties to Seller Pledgor as set forth in the immediately preceding clause and subject to applicable law (including duties to the holders of the Equity Interests in Seller Pledgor or SellerPledgor’s respective creditors solely to the extent of their respective economic interests in SellerPledgor, but excluding (A) all other interests of the holders of the Equity Interests in SellerPledgor, (B) the interests of other Affiliates of SellerPledgor, and (C) the interests of any group of Affiliates of which Seller Pledgor is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Pledgor or SellerPledgor, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (s) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of Pledgor, (q) not enter into any transaction, contract or agreement transaction with an Affiliate of the Pledgor except in the ordinary course of business on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction, ; (rt) maintain a sufficient number of employees in light of contemplated business operationsoperations and pay the salaries of its own employees, if any, only from its own funds; (su) use separate stationary, invoices and checks bearing its own name; (v) allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate, ; (tw) except pursuant to as contemplated by the Pledge and Security AgreementAgreement with respect to Seller, not pledge its assets to secure the obligations of any other Person, ; and (ux) not form, acquire or hold any Subsidiary, except for Seller, Subsidiary or own any Equity Interest in any other entity, except for its Equity Interest in Seller. Pledgor has complied with the covenants set forth in this Section 9.02 since the date of its formation.

Covenants Applicable to Pledgor. Pledgor shall, and Seller shall ensure that Pledgor shall, (a) own no assets other than its limited liability company interest Equity Interest in Seller, and shall not engage in any business other than (i) entering into acting as a member of Seller 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, this Agreement; (c) not make any loans or advances to any Affiliate or third party any other Person and shall not acquire obligations or securities of its Affiliates, other than with respect to the equity interests its Equity Interest 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 with respect to the prior written consent of Buyermatters set forth in this Article 9; 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 records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its Affiliates (except that such assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statements may be to the extent consolidation is required under GAAP or as a matter statement of Requirements of Lawany other Person; provided, however, that the Pledgor’s assets may be included in a consolidated financial statement of its Affiliate provided that (iI) appropriate notation shall be made on such consolidated 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 (iiII) such assets shall also be listed on the Pledgor’s own separate balance sheet; (i) and file its own tax returns (separate from those of any other Person, except to the extent it that Pledgor is treated as a “disregarded entity and entity” for tax purposes or is otherwise not required to file tax returns under applicable Requirements of Law), ; (hj) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business solely in its own name, and shall not identify itself or any of its Affiliates as a division or department of the other, ; (ik) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall remain Solvent; provided, however, provided that the foregoing provisions of this clause (i) shall not require any shareholder, partner holder of direct or member of such entity, as applicable, indirect Equity Interests in -83- Pledgor to make any additional capital contributions to such entity, Pledgor; (jl) to the fullest extent permitted by law law, not engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation consolidation, division or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein), nor shall Pledgor adopt, file or effect a Division; (km) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Person, ; (ln) except as provided in the Compliance Certificate, maintain its properties, assets and accounts separate from those of any Affiliate or any other Person; (o) except as contemplated by the Pledge Agreement with respect to Seller, (m) not guarantee or any obligation of any Person, including any Affiliate, become obligated for the debts or obligations of any other Person and not Person, or hold itself out its credit or assets as being available to be responsible for pay the debts or obligations of any other Person, ; (np) not, without the prior unanimous written consent of all of its Independent Directors, take any Insolvency Action with respect to itself or Seller, Action; (oq) (iI) have at all times at least one (1) Independent Director or Independent Manager (or such greater number as required by Buyer or any Rating Agency), upon ten (10) Business Days’ prior written notice to Pledgor) whose vote is required to take any Insolvency Action, Action and (iiII) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the agreement pursuant to which such Independent Director or Independent Manager consents to and serves as an “Independent Director” or “Independent Manager” for Pledgor, ; (pr) the have Governing Documents for Pledgor shall that provide that for so long as any Repurchase Obligations remain outstanding, (I) that the Independent Manager or Independent Director may be removed only for Cause; (II) Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, Manager and (IIIII) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of SellerPledgor, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (IIIIV) that, except for duties to Seller Pledgor as set forth in the immediately preceding clause and subject to applicable law (including duties to the holders of the Equity Interests in Seller Pledgor or SellerPledgor’s respective creditors solely to the extent of their respective economic interests in SellerPledgor, but excluding (A) all other interests of the holders of the Equity Interests in SellerPledgor, (B) the interests of other Affiliates of SellerPledgor, and (C) the interests of any group of Affiliates of which Seller Pledgor is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Pledgor or SellerPledgor, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (s) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of Pledgor, (q) not enter into any transaction, contract or agreement transaction with an Affiliate of the Pledgor except in the ordinary course of business on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction, ; (rt) maintain a sufficient number of employees in light of contemplated business operationsoperations and pay the salaries of its own employees, if any, only from its own funds; (su) use separate stationary, invoices and checks bearing its own name; (v) allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate, ; (tw) except pursuant to as contemplated by the Pledge and Security AgreementAgreement with respect to Seller, not pledge its assets to secure the obligations of any other Person, ; and (ux) not form, acquire or hold any Subsidiary, except for Seller, Subsidiary or own any Equity Interest in any other entity, except for its Equity Interest in Seller. Pledgor has complied with the covenants set forth in this Section 9.02 since the date of its formation.

Covenants Applicable to Pledgor. Pledgor shall, and Seller shall ensure that Pledgor shall, (a) own no assets other than its limited liability company interest Equity Interests in SellerSeller and such individual assets as are necessary to operate its business as contemplated by this Agreement and Section 7 of its Limited Liability Company Agreement, and shall not engage in any business other than (i) entering into and performing its obligations under acting as the Repurchase Documents, (ii) acquiring, owning, transferring or pledging sole member of Seller that is a 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 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 BuyerDocuments, (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 listed on the Pledgor’s own separate balance sheet) and file its own tax returns (except to the extent it consolidation is treated as a disregarded entity and is not required to file tax returns or permitted under applicable Requirements of Law), (h) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business solely in its own name, and shall not identify itself or any of its Affiliates as a division or department of the other, (i) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall remain Solvent; , provided, however, that the foregoing provisions of this clause (i) shall not require any shareholder, partner or member Affiliate of such entity, as applicable, Pledgor to make any additional capital contributions to such entityPledgor, (j) to the fullest extent permitted by law not engage in or suffer any Change change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated hereinin Section 8.03 of this Agreement), (k) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Personothers, (l) except as provided in the Compliance Certificate, maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (m) not guarantee or become obligated for the debts or obligations of any other Person and not hold itself out to be responsible for the debts or obligations of any other Person, (n) not, without the prior unanimous written consent of all of its Independent DirectorsDirector or Independent Manager, take any Insolvency Action with respect to itself or Seller, (o) (i) have at all times at least one (1) Independent Director or Independent Manager (or such greater number as required by Buyer or any Rating Agency), upon ten (10) Business Days’ prior written notice to Pledgor) whose vote is required to take any Insolvency Action, and (ii) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the agreement pursuant to which such Independent Director or Independent Manager consents to and as an “Independent Director” or “Independent Manager” for Pledgor, (p) the Governing Documents for Pledgor shall provide that for so long as any Repurchase Obligations remain outstanding, (I) that Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (II) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (III) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Pledgor or Seller, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (q) not enter into any transaction, contract or agreement with an Affiliate of the Pledgor except in the ordinary course of business on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction, (r) maintain a sufficient number of employees in light of contemplated business operations, (s) allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate, (t) except pursuant to the Pledge and Security Agreement, not pledge its assets to secure the obligations of any other Person, and (u) not form, acquire or hold any Subsidiary, except for Seller, or own any Equity Interest in any other entity, except for its Equity Interest in Seller.an

Covenants Applicable to Pledgor. Pledgor shall, and Seller shall ensure that Pledgor shall, (a) own no assets other than its limited liability company interest Equity Interest in Seller, and shall not engage in any business other than (i) entering into acting as a member of Seller 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, this Agreement; (c) not make any loans or advances to any Affiliate or third party any other Person and shall not acquire obligations or securities of its Affiliates, other than with respect to the equity interests its Equity Interest 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 with respect to the matters set forth in this Article 9 without the prior written consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed; 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 records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its Affiliates (except that such assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statements may be to the extent consolidation is required under GAAP or as a matter statement of Requirements of Lawany other Person; provided, however, that (i) the Pledgor’s assets and liabilities may be included in a consolidated financial statement of its Affiliate provided that appropriate notation disclosure shall be made on such consolidated financial statements to indicate the separateness which of Pledgor from such Affiliate and to indicate that PledgorSeller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or pledged as collateral for any other Person and security agreement; (iii) such assets shall also be listed on the Pledgor’s own separate balance sheet) and file its own tax returns (separate from those of any other Person, except to the extent it that Pledgor is treated as a “disregarded entity entity” for tax purposes and is not required to file tax returns under applicable Requirements of Law), ; (hj) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business solely in its own name, and shall not identify itself or any of its Affiliates as a division or department of the other, ; (ik) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall remain Solvent; provided, however, that the foregoing provisions of this clause (i) shall not require any shareholder, partner or member of such entity, as applicable, to make additional capital contributions to such entity, (jl) to the fullest extent permitted by law law, not engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein), ; (km) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Person, ; (ln) except as provided in the Compliance Certificate, maintain its properties, assets and accounts separate from those of any Affiliate or any other Person; (o) except as contemplated by the Pledge and Security Agreement with respect to the Seller, (m) not guarantee or any obligation of any Person, including any Affiliate, become obligated for the debts or obligations of any other Person and not Person, or hold itself out its credit or assets as being available to be responsible for pay the debts or obligations of any other Person, ; (np) not, without the prior unanimous written consent of all of its Independent Directors, take any Insolvency Action with respect to itself or Seller, Action; (oq) (iI) have at all times at least one (1) Independent Director or Independent Manager (or such greater number as required by Buyer or any Rating Agency), upon ten (10) Business Days’ prior written notice to Pledgor) whose vote is required to take any Insolvency Action, Action and (iiII) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the agreement pursuant to which such Independent Director or Independent Manager consents to and serves as an “Independent Director” or “Independent Manager” for Pledgor, ; (pr) the have Governing Documents for Pledgor shall that provide that for so long as any Repurchase Obligations remain outstanding, (I) that the Independent Manager or Independent Director may be removed only for Cause; (II) Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, Manager and (IIIII) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of SellerPledgor, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (IIIIV) that, except for duties to Seller Pledgor as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller Pledgor or SellerPledgor’s respective creditors solely to the extent of their respective economic interests in SellerPledgor, but excluding (A) all other interests of the holders of the Equity Interests in SellerPledgor, (B) the interests of other Affiliates of SellerPledgor, and (C) the interests of any group of Affiliates of which Seller Pledgor is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Pledgor or SellerPledgor, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (s) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of Pledgor, (q) not enter into any transaction, contract or agreement transaction with an Affiliate of the Pledgor except in the ordinary course of business on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction, ; (rt) maintain a sufficient number of employees in light of contemplated business operationsoperations and pay the salaries of its own employees, if any, only from its own funds; (su) [reserved]; (v) allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate, ; (tw) except pursuant to as contemplated by the Pledge and Security AgreementAgreement with respect to the Seller, not pledge its assets to secure the obligations of any other Person, and ; (ux) not form, acquire or hold any Subsidiary, except for Seller, Subsidiary or own any Equity Interest in any other entity, except for its Equity Interest in Seller. Pledgor has complied with the covenants set forth in this Section 9.02 since the date of its formation.

Covenants Applicable to Pledgor. Pledgor shall, and Seller shall ensure that Pledgor shall, (a) own no assets other than its limited liability company interest Equity Interest in Seller, and shall not engage in any business other than (i) entering into acting as a member of Seller 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, this Agreement; (c) not make any loans or advances to any Affiliate or third party any other Person and shall not acquire obligations or securities of its Affiliates, other than with respect to the equity interests its Equity Interest 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 with respect to the prior written consent of Buyermatters set forth in this Article 9; 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 records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its Affiliates (except that such assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statements may be to the extent consolidation is required under GAAP or as a matter statement of Requirements of Lawany other Person; provided, however, that the Pledgor’s assets may be included in a consolidated financial statement of its Affiliate provided that (iI) appropriate notation shall be made on such consolidated 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 (iiII) such assets shall also be listed on the Pledgor’s own separate balance sheet; (i) and file its own tax returns (separate from those of any other Person, except to the extent it that Pledgor is treated as a “disregarded entity and entity” for tax purposes or is otherwise not required to file tax returns under applicable Requirements of Law), ; (hj) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business solely in its own name, and shall not identify itself or any of its Affiliates as a division or department of the other, ; (ik) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall remain Solvent; provided, however, provided that the foregoing provisions of this clause (i) shall not require any shareholder, partner holder of direct or member of such entity, as applicable, indirect Equity Interests in Pledgor to make any additional capital contributions to such entity, Pledgor; (jl) to the fullest extent permitted by law law, not engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation consolidation, division or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein), nor shall Pledgor adopt, file or effect a Division; (km) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Person, ; (ln) except as provided in the Compliance Certificate, maintain its properties, assets and accounts separate from those of any Affiliate or any other Person; (o) except as contemplated by the Pledge Agreement with respect to Seller, (m) not guarantee or any obligation of any Person, including any Affiliate, become obligated for the debts or obligations of any other Person and not Person, or hold itself out its credit or assets as being available to be responsible for pay the debts or obligations of any other Person, ; (np) not, without the prior unanimous written consent of all of its Independent Directors, take any Insolvency Action with respect to itself or Seller, Action; (oq) (iI) have at all times at least one (1) Independent Director or Independent Manager (or such greater number as required by Buyer or any Rating Agency), upon ten (10) Business Days’ prior written notice to Pledgor) whose vote is required to take any Insolvency Action, Action and (iiII) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the agreement pursuant to which such Independent Director or Independent Manager consents to and serves as an “Independent Director” or “Independent Manager” for Pledgor, ; (pr) the have Governing Documents for Pledgor shall that provide that for so long as any Repurchase Obligations remain outstanding, (I) that the Independent Manager or Independent Director may be removed only for Cause; (II) Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, Manager and (IIIII) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of SellerPledgor, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (IIIIV) that, except for duties to Seller Pledgor as set forth in the immediately preceding clause and subject to applicable law (including duties to the holders of the Equity Interests in Seller Pledgor or SellerPledgor’s respective creditors solely to the extent of their respective economic interests in SellerPledgor, but excluding (A) all other interests of the holders of the Equity Interests in SellerPledgor, (B) the interests of other Affiliates of SellerPledgor, and (C) the interests of any group of Affiliates of which Seller Pledgor is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Pledgor or SellerPledgor, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (s) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of Pledgor, (q) not enter into any transaction, contract or agreement transaction with an Affiliate of the Pledgor except in the ordinary course of business on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction, ; (rt) maintain a sufficient number of employees in light of contemplated business operationsoperations and pay the salaries of its own employees, if any, only from its own funds; (su) use separate stationary, invoices and checks bearing its own name; (v) allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate, ; (tw) except pursuant as contemplated by the -82- Pledge Agreement with respect to the Pledge and Security AgreementSeller, not pledge its assets to secure the obligations of any other Person, ; and (ux) not form, acquire or hold any Subsidiary, except for Seller, Subsidiary or own any Equity Interest in any other entity, except for its Equity Interest in Seller. Pledgor has complied with the covenants set forth in this Section 9.02 since the date of its formation.

Covenants Applicable to Pledgor. Pledgor shall, and Seller shall ensure that Pledgor shall, (a) own no assets other than its limited liability company interest Equity Interest in Seller, and shall not engage in any business other than (i) entering into acting as a member of Seller 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, this Agreement; (c) not make any loans or advances to any Affiliate or third party any other Person and shall not acquire obligations or securities of its Affiliates, other than with respect to the equity interests its Equity Interest 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 with respect to the matters set forth in this Article 9 without the prior written consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed; 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 records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its Affiliates (except that such assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statements may be to the extent consolidation is required under GAAP or as a matter statement of Requirements of Lawany other Person; provided, however, that (i) the Pledgor’s assets and liabilities may be included in a consolidated financial statement of its Affiliate provided that appropriate notation disclosure shall be made on such consolidated financial statements to indicate the separateness which of Pledgor from such Affiliate and to indicate that PledgorSeller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or pledged as collateral for any other Person and security agreement; (iii) such assets shall also be listed on the Pledgor’s own separate balance sheet) and file its own tax returns (separate from those of any other Person, except to the extent it that Pledgor is treated as a “disregarded entity entity” for tax purposes and is not required to file tax returns under applicable Requirements of Law), ; (hj) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known -70- LEGAL02/38049601v7 misunderstanding regarding its status as a separate entity, shall conduct business solely in its own name, and shall not identify itself or any of its Affiliates as a division or department of the other, ; (ik) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall remain Solvent; provided, however, that the foregoing provisions of this clause (i) shall not require any shareholder, partner or member of such entity, as applicable, to make additional capital contributions to such entity, (jl) to the fullest extent permitted by law law, not engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein), ; (km) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Person, ; (ln) except as provided in the Compliance Certificate, maintain its properties, assets and accounts separate from those of any Affiliate or any other Person; (o) except as contemplated by the Pledge and Security Agreement with respect to the Seller, (m) not guarantee or any obligation of any Person, including any Affiliate, become obligated for the debts or obligations of any other Person and not Person, or hold itself out its credit or assets as being available to be responsible for pay the debts or obligations of any other Person, ; (np) not, without the prior unanimous written consent of all of its Independent Directors, take any Insolvency Action with respect to itself or Seller, Action; (oq) (iI) have at all times at least one (1) Independent Director or Independent Manager (or such greater number as required by Buyer or any Rating Agency), upon ten (10) Business Days’ prior written notice to Pledgor) whose vote is required to take any Insolvency Action, Action and (iiII) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the agreement pursuant to which such Independent Director or Independent Manager consents to and serves as an “Independent Director” or “Independent Manager” for Pledgor, ; (pr) the have Governing Documents for Pledgor shall that provide that for so long as any Repurchase Obligations remain outstanding, (I) that the Independent Manager or Independent Director may be removed only for Cause; (II) Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, Manager and (IIIII) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of SellerPledgor, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (IIIIV) that, except for duties to Seller Pledgor as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller Pledgor or SellerPledgor’s respective creditors solely to the extent of their respective economic interests in SellerPledgor, but excluding (A) all other interests of the holders of the Equity Interests in SellerPledgor, (B) the interests of other Affiliates of SellerPledgor, and (C) the interests of any group of Affiliates of which Seller Pledgor is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Pledgor or SellerPledgor, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (s) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of Pledgor, (q) not enter into any transaction, contract or agreement transaction with an Affiliate of the Pledgor except in the ordinary course of business on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction, ; (rt) maintain a sufficient number of employees in light of contemplated business operationsoperations and pay the salaries of its own employees, if any, only from its own funds; (su) [reserved]; (v) allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate, ; (tw) except pursuant to as contemplated by the Pledge and Security AgreementAgreement with respect to the Seller, not pledge its assets to secure the obligations of any other Person, and (u) not form, acquire or hold any Subsidiary, except for Seller, or own any Equity Interest in any other entity, except for its Equity Interest in Seller.-71- LEGAL02/38049601v7

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; provided, further, that Buyer hereby consents to that certain First Amendment to Limited Liability Company Agreement of KREF Holdings I LLC, dated as of the date hereof, by and between Guarantor, as the sole equity member, and Xxxxxx X. Xxxxxx, as the independent manager, (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 listed on the Pledgor’s own separate balance sheet) and file its own tax returns (except to the extent it is treated as a disregarded entity and is not required to file tax returns under applicable Requirements of Law), (h) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business solely in its own name, and shall not identify itself or any of its Affiliates as a division or department of the other, (i) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall remain Solvent; provided, however, that the foregoing provisions of this clause (i) shall not require any shareholder, partner or member of such entity, as applicable, to make additional capital contributions to such entity, (j) to the fullest extent permitted by law not engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein), (k) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Person, (l) except as provided in the Compliance Certificate, maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (m) except as contemplated by the Pledge Agreement with respect to Seller, not guarantee or become obligated for the debts or obligations of any other Person and not hold itself out to be responsible for the debts or obligations of any other Person, (n) not, without the prior unanimous written consent of all of its Independent Directors, take any Insolvency Action with respect to itself or Seller, (o) (i) have at all times at least one (1) Independent Director or Independent Manager (or such greater number as required by Buyer or any Rating Agency), upon ten (10) Business Days’ prior written notice to Pledgor) whose vote is required to take any Insolvency Action, and (ii) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the agreement pursuant to which such Independent Director or Independent Manager consents to and as an “Independent Director” or “Independent Manager” for Pledgor, (p) the Governing Documents for Pledgor shall provide that for so long as any Repurchase Obligations remain outstanding, (I) that the Independent Manager or Independent Director may be removed only for Cause; (II) Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (IIIII) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of SellerPledgor, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (III) that, except for duties to Seller Pledgor as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller Pledgor or SellerPledgor’s respective creditors solely to the extent of their respective economic interests in SellerPledgor, but excluding (A) all other interests of the holders of the Equity Interests in SellerPledgor, (B) the interests of other Affiliates of SellerPledgor, and (C) the interests of any group of Affiliates of which Seller Pledgor is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Pledgor or Seller, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (q) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of Pledgor, not enter into any transaction, contract or agreement with an Affiliate of the Pledgor except in the ordinary course of business on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction, (r) maintain a sufficient number of employees in light of contemplated business operations, (s) allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate, (t) except pursuant to the Pledge and Security Agreement, not pledge its assets to secure the obligations of any other Person, and (u) not form, acquire or hold any Subsidiary, except for Seller, or own any Equity Interest in any other entity, except for its Equity Interest in Seller. Pledgor has complied with the covenants set forth in this Section 9.02 since the date of its formation.

Covenants Applicable to Pledgor. Pledgor shall, and Seller shall ensure that Pledgor shall, (a) own no assets other than its limited liability company interest share 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 acting as a member of Seller that is a 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 Documentsthis Agreement, (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 share 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 BuyerDocuments, (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 listed on the Pledgor’s own separate balance sheet) and file its own tax returns (except to the extent it consolidation is treated as a disregarded entity and is not required to file tax returns or permitted under applicable Requirements of Law), (h) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business solely in its own name, and shall not identify itself or any of its Affiliates as a division or department of the other, (i) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall remain Solvent; provided, however, that the foregoing provisions of this clause (i) shall not require any shareholder, partner or member of such entity, as applicable, to make additional capital contributions to such entity, (j) to the fullest extent permitted by law not engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein), (k) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Personothers, (l) except as provided in the Compliance Certificate, maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (m) not guarantee or become obligated for the debts or obligations of any other Person and not hold itself out to be responsible for the debts or obligations of any other Person, (n) not, without the prior unanimous written consent of all of its Independent Directors, take any Insolvency Action with respect to itself or Seller, (o) (i) have at all times at least one (1) Independent Director or Independent Manager (or such greater number as required by Buyer or any Rating Agency), upon ten (10) Business Days’ prior written notice to Pledgor) whose vote is required to take any Insolvency Action, and (ii) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the agreement pursuant to which such Independent Director or Independent Manager consents to and as an “Independent Director” or “Independent Manager” for Pledgor, (p) the Governing Documents for Pledgor shall provide that for so long as any Repurchase Obligations remain outstanding, (I) that Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent ManagerDirector, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or and (I) that Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent ManagerDirector, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director, (II) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (III) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Pledgor or Seller, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (q) not enter into any transaction, contract or agreement transaction with an Affiliate of the Pledgor except in the ordinary course of business on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction, (r) maintain a sufficient number of employees in light of contemplated business operations, (s) use separate stationary, invoices and checks bearing its own name, and (t) allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliateaffiliate, (tu) except pursuant to the Pledge and Security Agreement, not pledge its assets to secure the obligations of any other Person, and (uv) not form, acquire or hold any Subsidiary, except for Seller, Subsidiary or own any Equity Interest in any other entity, except for its Equity Interest in Seller.