Common use of Covenants of Guarantor Clause in Contracts

Covenants of Guarantor. Guarantor covenants and agrees with Buyer that, until payment in full of all Guaranteed Obligations: a. Seller shall provide Buyer with the following financial and reporting information: (i) as soon as available, but in no event later than 45 days after the last day of each calendar quarter, Guarantor’s unaudited consolidated statements of income and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter (which statements and balance sheets of Guarantor shall separately break out the statements of income and changes in cash flow and balance sheets of Seller, and be accompanied by Seller’s calculations, with such supporting information as Buyer shall reasonably require, of Guarantor’s Consolidated Net Worth and Liquid Net Worth) in each case presented fairly in accordance with GAAP and certified as being true and correct by an officer’s certificate; and (ii) as soon as available, but in no event later than 120 days after the last day of its fiscal year, Guarantor’s audited consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year (which statements and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of Seller), in each case presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of a nationally recognized independent certified public accounting firm consented to by Buyer. b. Guarantor will promptly, and in any event within 10 Business Days after service of process on any of the following, give to Buyer notice of all litigation, actions suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened in writing) or other legal or arbitrable proceedings affecting Guarantor or any of its subsidiaries before any Governmental Authority which is reasonably likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of Guarantor or which may have a material adverse effect on the validity of the Transaction Documents to which Guarantor is a party or any action taken or to be taken in connection with the obligations of Guarantor under any such Transaction Documents. c. Guarantor will preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises, and comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws). d. Guarantor will keep adequate records and books of account, in which complete entries in all material respects will be made in accordance with GAAP consistently applied. e. Guarantor will pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. f. Guarantor will permit representatives of Buyer upon reasonable prior written notice, during normal business hours and at reasonable intervals, to examine, copy and make extracts from its books and records, to inspect any of its properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer. g. After the occurrence and during the continuation of any Event of Default, Guarantor shall not make any payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or partnership interest of Guarantor, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Guarantor.

Covenants of Guarantor. Guarantor hereby covenants and agrees with Buyer thatLender that until all indebtedness guaranteed hereby has been completely repaid and all obligations and undertakings of Borrower under, until payment by reason of, or pursuant to the Note and the other Loan Documents have been completely performed and Lender has no further obligation to make Loans or issue Letters of Credit: (a) [Intentionally omitted]; (b) Guarantor will operate its business substantially as described in full the 10-K Report and in compliance with the terms and conditions of this Guaranty and the Credit Agreement; (c) Intentionally omitted]; (d) Intentionally omitted]; (e) Intentionally omitted]; (f) Guarantor will keep, and will cause each of its Subsidiaries to keep, complete, proper and accurate records and books of account in which full, true and correct entries will be made in accordance with generally accepted accounting principles and will maintain adequate accounts and reserves for all taxes (including income taxes), all depreciation, depletion, and amortization of its properties and the properties of its Subsidiaries, all other contingencies, and all other proper reserve. Guarantor will not, except as required by generally accepted accounting principles or as required to improve internal controls over financial reporting or otherwise as required to comply with the Xxxxxxxx-Xxxxx Act of 2002 or as otherwise permitted with the prior written consent of the Requisite Banks, make any material changes to the accounting procedures used by it in preparing the financial statements and other information described in Paragraph 10 above (Guarantor acknowledging and agreeing that this provision is subject to the terms of Section 1.2 of the Credit Agreement, and Guarantor agrees to be bound thereby); (g) Guarantor will not, and will not permit any of its Subsidiaries to, become a party to any merger, consolidation or other business combination, except (A) the merger or consolidation of one or more of the Subsidiaries of Guarantor (other than Borrower or a Subsidiary Guarantor) with and into Guarantor, (B) the merger or consolidation of two or more Subsidiaries of Guarantor (other than Borrower or a Subsidiary Guarantor), or (C) any Permitted Acquisition; (h) Guarantor will not, and will not permit any of its Subsidiaries to, sell, assign, lease or dispose of all Guaranteed Obligations: a. Seller or substantially all of their respective businesses or assets (whether now owned or hereafter acquired), either in a single transaction or in a series of transactions, or to enter into any agreement to do any of the foregoing, or sell, transfer or otherwise dispose of any asset other than for fair market value (except in any such case in connection with a transfer by a Subsidiary of Guarantor (other than Borrower or any Subsidiary Guarantor) to another Subsidiary of Guarantor); provided, however, that a Subsidiary of Guarantor, other than Borrower or any Subsidiary Guarantor, may do any of the foregoing provided that the same could not reasonably be expected to result in a Material Adverse Effect and no Default or Event of Default shall provide Buyer with the following financial and reporting information:arise as a result thereof); (i) Guarantor shall not at any time permit or suffer (i) the failure of Guarantor to be the sole member of the sole general partner of Borrower or the failure of Borrower or the Subsidiary Guarantor (other than with respect to the minority limited partnership interest in SMA held by outside limited partners with respect to Crescent Spectrum Center as soon as availableof the date hereof) to be wholly-owned and controlled direct or indirect Subsidiaries of Guarantor; or (ii) the pledge or encumbrance of any direct or indirect ownership interest in Borrower, General Partner or the Subsidiary Guarantor; or (iii) the occurrence of a Change of Control; (j) [intentionally omitted]; (k) Guarantor will be self-directed and will not retain or otherwise rely on any other Person to make its investment decisions, provided that Borrower and Guarantor shall not be prohibited from consulting with investment bankers and other advisors in the conduct of its business; (l) Guarantor shall cause all of its Subsidiaries to promptly distribute to Guarantor (but not less frequently than once each fiscal quarter of Guarantor), whether in no event later than 45 days the form of dividends, Distributions or otherwise, all profits, proceeds or other income relating to or arising from such Subsidiaries' use, operation, financing, refinancing, sale or other disposition of their respective assets and properties after (a) the last day payment by each Subsidiary of each calendar quarterits Debt Service, Guarantor’s unaudited consolidated statements of income operating expenses and statements of changes in cash flow other obligations for such quarter and balance sheets as (b) the establishment of reasonable reserves to fund the operations of such Subsidiary; provided that, notwithstanding the foregoing, Guarantor shall enforce its rights at law and in equity to receive Distributions from Subsidiaries of Guarantor in which Guarantor owns less than a majority (by number of votes or controlling interests) of the end outstanding Voting Interests as required to meet its obligations under the Loan Documents or to prevent the occurrence of such quarter any event which could reasonably be expected to result in a Material Adverse Effect; (which statements m) In the event that a Default under Section 12.1(a) or (b) of the Credit Agreement or an Event of Default shall have occurred and balance sheets be continuing, Guarantor shall make no Distributions other than Distributions to Crescent REIT in an amount equal to the minimum Distributions required under the Code or the laws of the State of Texas to maintain REIT Status of Crescent REIT, as evidenced by a certification of an Authorized Officer of Guarantor shall separately break out the statements of income containing calculations in reasonable detail satisfactory in form and changes in cash flow substance to Agent; (n) Guarantor will cooperate with Lender and balance sheets of Seller, execute such further instruments and be accompanied by Seller’s calculations, with such supporting information documents as Buyer Agent shall reasonably require, request to carry out to Agent's satisfaction the transactions contemplated by this Guaranty and the other Loan Documents; (o) Guarantor will not permit the ratio of Guarantor’s the Consolidated Total Indebtedness of Guarantor and its Subsidiaries to the Consolidated Total Assets of Guarantor and its Subsidiaries to exceed .60 to 1; (p) Guarantor will not permit the ratio of (i) the sum of (A) the Consolidated Total Indebtedness of Guarantor and its Subsidiaries plus (B) Crescent OP's Share of UJV Combined Outstanding Indebtedness to (ii) the Capitalization Value - Crescent OP to exceed .70 to 1; (q) Guarantor will not permit the ratio of the Secured Indebtedness of Guarantor and its Subsidiaries to the Consolidated Total Assets of Guarantor and its Subsidiaries to exceed .40 to 1; (r) Guarantor will not permit its Consolidated Tangible Net Worth to be less than the sum of (i) $1,750,000,000.00 plus (ii) ninety percent (90%) of the aggregate net proceeds received by Guarantor or Crescent REIT after the date hereof in connection with any Equity Offering to any other Person (except to the extent of proceeds of any such Equity Offering which are used to retire an existing issue of preferred equity of Crescent REIT or Guarantor); (s) Guarantor will not permit the Consolidated EBITDA of Guarantor and Liquid Net Worthits Subsidiaries for the Test Period to be less than 1.75 times the Interest Incurred of Guarantor and its Subsidiaries for the Test Period. Consolidated EBITDA and Interest Incurred shall be adjusted in the best good-faith estimate of Guarantor to give effect to the acquisition or disposition of assets and the incurrence or repayment of Indebtedness or other items included within the definition of Interest Incurred with the Test Period; (t) Guarantor will not permit the Consolidated EBITDA of Guarantor and its Subsidiaries for the Test Period to be less than 1.3 times the Fixed Charges of Guarantor and its Subsidiaries for the Test Period; (i) Guarantor shall not pay any Distribution to the partners of Guarantor except as follows (provided that such Distributions shall in each case presented fairly be subject to subparagraph (m) above): (A) for any calendar quarter through and including the calendar quarter ending December 31, 2005, (1) the Preferred Distributions payable during such period plus (2) Distributions to Crescent REIT to enable Crescent REIT to pay a Distribution on its issued and outstanding common stock (excluding any such common stock held by Crescent REIT, Guarantor or any Affiliate thereof, other than individual holders and their Affiliates that are not otherwise Affiliates of Crescent REIT or Guarantor); provided that in accordance with GAAP no event shall the Distributions paid pursuant to this clause (u)(i)(A)(2) for such calendar quarter and certified the three (3) preceding calendar quarters exceed the sum of One Dollar and Fifty Cents ($1.50) per such share; and (B) for the calendar quarter ending March 31, 2006 and each calendar quarter thereafter, Guarantor shall not pay any Distribution to the partners of Guarantor which for any period of four (4) successive calendar quarters is in excess of the sum of (1) ninety-five percent (95%) of its Funds from Operations for such calendar quarters plus (B) the cash flow received by Guarantor or its Subsidiaries in excess of the Net Income of Guarantor in each case attributable to Guarantor's residential development business segment for such calendar quarters; provided that the limitation contained in this subparagraph (u)(i)(B) shall not preclude Guarantor from making Distributions to Crescent REIT in an amount equal to the minimum distributions required under the Code to maintain the REIT Status of Crescent REIT, as being true evidenced by a certification of the principal financial or accounting officer of Guarantor containing calculations in detail reasonably satisfactory in form and correct by an officer’s certificatesubstance to the Lender; and (ii) as soon as availableNotwithstanding anything to the contrary contained in this Guaranty, but in no event later than 120 days after Guarantor may, (A) make the last day of its fiscal year, Guarantor’s audited consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year (which statements and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of Seller), in each case presented fairly in accordance with GAAPCOPI Share Issuance, and accompanied, (B) subject to the limitations set forth in all cases, by an unqualified report of a nationally recognized independent certified public accounting firm consented to by Buyer. b. Guarantor will promptly, and in any event within 10 Business Days after service of process on this Guaranty or any of the following, give to Buyer notice of all litigation, actions suits, arbitrations, investigations other Loan Documents (including, specifically, but without limitation, those contained in Section 11(u) of this Guaranty), make Distributions in order to enable Crescent REIT, Guarantor and each of their respective Subsidiaries (collectively, the "Repurchase Parties") to repurchase up to an aggregate of $125,000,000.00 of equity securities of Crescent REIT, provided that such Distributions to repurchase such equity securities shall only be made in the event that (1) no Event of Default shall have occurred and be continuing on the date of any such repurchase, (2) no Default or Event of Default shall occur as a result of any such repurchase, and (3) none of the Repurchase Parties shall be permitted to repurchase any equity securities of Crescent REIT except as permitted by this Section 11(u). Any Distributions made to Crescent REIT from Guarantor or otherwise to enable Crescent REIT to acquire shares of equity securities of Crescent REIT from Guarantor or any other Repurchase Party, which equity securities have been previously purchased from public shareholders and are to be retired by Crescent REIT, shall not be double-counted for the purposes of this Section 11(u), provided that an amount equal to the amount of such Distributions to Crescent REIT to repurchase and retire such equity securities from such Repurchase Party is used to satisfy obligations owed by a Repurchase Party to Guarantor or one of its Subsidiaries or is otherwise repaid to Guarantor or one of its Subsidiaries in connection therewith. Guarantor covenants and agrees that simultaneously with the delivery of the financial statements required to be delivered to Agent pursuant Section 10(b) hereof, Guarantor shall deliver to Agent a certification from an Authorized Officer of Guarantor stating that Guarantor is in compliance with this Section 11(u) together with such documentation and computations as Agent shall require evidencing such compliance. Notwithstanding anything to the contrary contained herein, the making of Distributions by any of the foregoing which are pending or threatened in writing) or other legal or arbitrable proceedings affecting Guarantor or any of its subsidiaries before any Governmental Authority which is reasonably likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of Guarantor or which may have a material adverse effect on the validity of the Transaction Documents to which Guarantor is a party or any action taken or to be taken Repurchase Parties in connection with any repurchases of equity securities of Crescent REIT by any of the obligations Repurchase Parties shall be limited only by the provisions of Guarantor under any such Transaction Documents. c. Guarantor will preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises, and comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental lawsthis Section 11(u). d. (v) Guarantor will keep adequate records and books not permit more than thirty percent (30%) of accountits Consolidated Total Indebtedness to be Variable Rate Debt that is not hedged by an interest rate cap, in which complete entries in all material respects will be made in accordance with GAAP consistently applied.swap, collar or similar agreement providing interest rate protection reasonably satisfactory to Agent; e. (w) Guarantor will pay not modify, amend or terminate Section 7.5 of the Third Amended and discharge all taxesRestated Agreement of Limited Partnership of Crescent Real Estate Equities Limited Partnership dated as of November 1, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to 1997, as amended through the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained.this Agreement; and f. (x) Guarantor will permit representatives of Buyer upon reasonable prior written notice, during normal business hours comply with any and at reasonable intervals, all covenants applicable to examine, copy and make extracts from its books and records, to inspect any of its properties, and to discuss its business and affairs with its officers, all to Guarantor set forth in the extent reasonably requested by BuyerCredit Agreement. g. After the occurrence and during the continuation of any Event of Default, Guarantor shall not make any payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or partnership interest of Guarantor, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Guarantor.

Covenants of Guarantor. Guarantor covenants and agrees with Buyer that, until payment in full of all Guaranteed Obligations: a. Seller (a) on the Effective Date, Guarantor shall provide Buyer duly execute and deliver to Administrative Agent the Parent Guarantor Security Agreement; (b) any release by Administrative Agent of its Liens on all assets of Guarantor (other than those assets the subject of the Parent Guarantor Pledge Agreement) in accordance with Section 2.12 of the following financial and reporting informationLoan Agreement shall not release, terminate, amend, modify or otherwise affect the obligations of Guarantor under this Guaranty or the Parent Guarantor Pledge Agreement; (c) so long as all Obligations (other than Unasserted Obligations) have not been paid in full: (i) as soon as availableif Administrative Agent has previously released its Liens on all assets of Guarantor (other than those assets of Guarantor the subject of the Guarantor Pledge Agreement) in accordance with Section 2.12 of the Loan Agreement, but and, following such release, an Event of Default occurs, then Guarantor shall, promptly upon (and in no event later than 45 days five Business Days following) demand therefor by Administrative Agent, grant, pledge and otherwise assign, pursuant to one or more Collateral Documents substantially in the form of the Parent Guarantor Security Agreement, a Lien to Administrative Agent in all of the assets previously the subject of the Parent Guarantor Security Agreement to secure all of its obligations under this Guaranty; provided that Guarantor shall have no obligation to grant, pledge or otherwise assign any such Lien to Administrative Agent if, prior to the occurrence of any such Event of Default, either: (A) at the end of any Fiscal Month ending on or after January 31, 2015, Borrower has demonstrated, based upon the last day financial statements delivered by Borrower pursuant to Section 6.01(c) with respect to any such Fiscal Month, to the satisfaction of each calendar quarter, Guarantor’s unaudited consolidated statements of income and statements of changes in cash flow for such quarter and balance sheets Administrative Agent (acting reasonably) that the Specified Consolidated Leverage Ratio as of the end of any such quarter Fiscal Month was equal to or less than 2.50 to 1.00; or (which statements B) at the end of any Fiscal Month ending on or after August 31, 2015, the average monthly recurring revenue of Borrower and balance sheets its Subsidiaries, on a consolidated basis, for the period commencing on January 1, 2015 and ending on the last day of such Fiscal Month is equal to or greater than $950,000.00; (ii) Guarantor shall not incur any Debt from any third party (other than Administrative Agent and Lenders): (A) that is secured by any Lien on the following assets: (1) the Equity Interests of Borrower, DPS and/or U.S. Data and the Proceeds thereof (the “Specified Excluded Assets”); and/or (2) the assets of Borrower or any of its Subsidiaries and the Proceeds thereof; (B) that is secured by any assets of Guarantor shall separately break out other than the statements Accounts of income Guarantor and changes the Proceeds thereof; provided that, if Administrative Agent has previously released its Liens on all assets of Guarantor (other than the Specified Excluded Assets) in cash flow accordance with Section 2.12 of the Loan Agreement and balance sheets Guarantor’s obligation to grant, pledge or otherwise assign a Lien in favor of SellerAdministrative Agent pursuant to Section 13(c)(i) hereof is terminated in accordance with the proviso to Section 13(c)(i) hereof, then such third-party Debt may be secured by any assets of Guarantor other than the Specified Excluded Assets; or (C) if the outstanding principal amount of such Debt, together with all other Debt of Guarantor (other than Debt owing to Administrative Agent and be accompanied by Seller’s calculations, with such supporting information as Buyer shall reasonably require, Lenders) exceeds 90.00% of the net amount of Guarantor’s Consolidated Net Worth and Liquid Net Worth) in each case presented fairly in accordance with GAAP and certified as being true and correct by an officer’s certificateAccounts; and (iiiii) as soon as available, but in no event later than 120 days after the last day of its fiscal year, Guarantor’s audited consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year (which statements and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of Seller), in each case presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of a nationally recognized independent certified public accounting firm consented if Borrower has elected to by Buyer. b. Guarantor will promptly, and in any event within 10 Business Days after service of process on any of the following, give to Buyer notice of all litigation, actions suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened in writing) or other legal or arbitrable proceedings affecting Guarantor or any of its subsidiaries before any Governmental Authority which is reasonably likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of Guarantor or which may have a material adverse effect on the validity of the Transaction Documents to which Guarantor is a party or any action taken or to be taken in connection with the obligations of Guarantor under any such Transaction Documents. c. Guarantor will preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises, and comply with the requirements provisions of all applicable lawsSection 6.19 of the Loan Agreement by requiring that Guarantor (A) increase the amount of cash on its balance sheet resulting from Guarantor’s operations in an amount at least equal to the Specified Cure Amount, rules, regulations (B) sell or issue Equity Interests in Guarantor and orders have the net cash proceeds of Governmental Authorities such sale or issuance at least equal the Specified Cure Amount or (including, without limitation, all environmental laws). d. C) cause to be issued a letter-of-credit under the Guarantor will keep adequate records and books of accountFacility, in which complete entries form and substance acceptable to Administrative Agent, for the benefit of Administrative Agent and in all material respects will be made in accordance with GAAP consistently applied. e. Guarantor will pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior an original face amount at least equal to the date on which penalties attach theretoSpecified Cure Amount, except for any then Guarantor agrees to (1) promptly upon the receipt of such tax, assessment, charge cash or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. f. Guarantor will permit representatives of Buyer upon reasonable prior written notice, during normal business hours and at reasonable intervalsnet proceeds, to examine, copy and make extracts from its books and records, pay such cash or net proceeds directly to inspect any Administrative Agent or (2) promptly cause such letter-of-credit to be issued. Any failure by Guarantor to comply with the provisions of its properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer. g. After the occurrence and during the continuation of any this Section 13 shall result in an immediate Event of Default, Guarantor shall not make any payment on account of, or set apart assets for, a sinking or other analogous fund for Default under the purchase, redemption, defeasance, retirement or other acquisition of any equity or partnership interest of Guarantor, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of GuarantorLoan Agreement.

Covenants of Guarantor. Guarantor hereby covenants and agrees with Buyer that, until payment in full of all Guaranteed Obligations: a. Seller shall provide Buyer with the following financial and reporting information: (a) Guarantor shall (i) as soon as availablepreserve and maintain its legal existence, but in no event later than 45 days after the last day of each calendar quarter, Guarantor’s unaudited consolidated statements of income and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter (which statements and balance sheets of Guarantor shall separately break out the statements of income and changes in cash flow and balance sheets of Seller, and be accompanied by Seller’s calculations, with such supporting information as Buyer shall reasonably require, of Guarantor’s Consolidated Net Worth and Liquid Net Worth) in each case presented fairly in accordance with GAAP and certified as being true and correct by an officer’s certificate; and (ii) as soon as available, but qualify and remain qualified in no event later than 120 days after good standing in the last day of its fiscal year, Guarantor’s audited consolidated statements of income and statements of changes jurisdiction in cash flow for such year and balance sheets as of the end of such year (which statements and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of Seller), in each case presented fairly in accordance with GAAPit is organized, and accompanied, in all cases, by an unqualified report (iii) comply with its certificate of a nationally recognized independent certified public accounting firm consented to by Buyerformation and by-laws. b. (b) At all times during the term of this Guaranty, Guarantor will promptly, and in any event within 10 Business Days ten (10) days after service of process on any of the following, give to the Buyer notice of all litigation, actions actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened in writing) or other legal or arbitrable proceedings affecting Guarantor that (i) questions or any challenges the validity or enforceability of its subsidiaries before any Governmental Authority which is this Guaranty or (ii) which, individually or in the aggregate, if adversely determined, could be reasonably likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of Guarantor or which may have a material adverse effect on the validity of the Transaction Documents Guarantor’s ability to which Guarantor is a party or any action taken or to be taken in connection with the obligations of Guarantor perform under any such Transaction Documentsthis Guaranty. c. (c) Guarantor will preserve and maintain its legal existence and all of its material rightsnot enter into transactions, privileges, licenses and franchises, and comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Seller Party unless the transaction is (i) in the ordinary course of Guarantor’s business and (ii) upon fair and reasonable terms no less favorable to Guarantor than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate. (d) Guarantor shall not institute against any other Seller Party any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law. (e) The Guarantor shall provide to Buyer and the Verification Agent, as soon as available, and in any event within 90 days after the end of each fiscal year of the Guarantor, audited financial statements of the Guarantor for such fiscal year. (f) The Guarantor shall compile and provide to Buyer and the Verification Agent, as soon as available and in any event no later than forty-five (45) Business Days following the end of each calendar quarter, (i) quarterly financial statements for such calendar quarter, (ii) a calculation of all environmental lawsamounts required to be determined with respect to the Financial Covenants as of the related Pricing Rate Determination Date for the final calendar month of such calendar quarter, (iii) a certificate of an Authorized Officer of the Guarantor confirming that the Guarantor continues to comply with the representations, warranties and covenants set forth herein and (iv) any other reports reasonably requested by Buyer and generated in the ordinary course of business of the Guarantor. (g) The Adjusted Tangible Net Worth as set forth on the most recent financial statement of the Guarantor shall not decline by more than (i) 25% in any calendar quarter, (ii) 35% in any calendar year, or (iii) 50% from the highest Adjusted Tangible Net Worth of the Guarantor set forth in its most recent audited financial statements. (h) The Guarantor shall maintain Liquidity in an amount no less than the greater of (i) $5,000,000 and (ii) 3% of the sum of (A) any outstanding Recourse Indebtedness plus (B) the Aggregate Repurchase Price; provided, however, that no less than two-thirds of the Liquidity maintained by the Guarantor to satisfy this paragraph (h) shall be Cash Liquidity. (i) The Guarantor shall maintain a Debt-to-Assets Ratio no greater than 80%. (j) The Guarantor shall maintain Tangible Net Worth in an amount at least equal to the sum of (i) the product of (A) 1/9th and (B) the amount of all Non-Recourse Indebtedness (excluding the Aggregate Repurchase Price) and the amount of other Securitization Indebtedness, in each case, held by entities other than Affiliates of the Guarantor plus (ii) the product of (A) 1/3rd and (B) the sum of (x) the Aggregate Repurchase Price and (y) all Recourse Indebtedness (the covenants in paragraphs (g), (h), (i) and (j) shall collectively be referred to as the “Financial Covenants”). d. (k) Guarantor will keep adequate records and books shall provide written notice to Buyer upon the occurrence of account(i) any change to its name, jurisdiction of organization or taxpayer identification number or (ii) any reorganization resulting in which complete entries in all material respects will be made in accordance with GAAP consistently appliedthe Guarantor no longer being organized as a corporation. e. (l) Guarantor will pay and discharge all taxes, assessments and governmental charges agrees that should SAMC or levies imposed on it or on its income or profits or on any of its property prior direct or indirect subsidiaries enter into any financing agreement or other credit facility with respect to small business loans or mortgage loans with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer with respect to any financial covenants set forth in Section 8 hereof or any substantially similar covenants (a “More Favorable Agreement”), the terms of this Guaranty shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by the Guarantor to the date on which penalties attach theretoBuyer of such termination, except the original terms of this Guaranty shall be deemed to be automatically reinstated. The Guarantor further agrees to execute and deliver any new guaranties, agreements or amendments to this Guaranty evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for any such tax, assessment, charge the convenience of the parties hereto. Promptly upon Guarantor or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. f. Guarantor will permit representatives of Buyer upon reasonable prior written notice, during normal business hours and at reasonable intervals, to examine, copy and make extracts from its books and records, to inspect any of its propertiesAffiliates entering into a financing agreement or other credit facility with respect to assets similar to the Mortgage Loans with any Person other than the Buyer or an Affiliate of the Buyer, the Guarantor shall deliver to the Buyer (x) a true, correct and to discuss its business and affairs with its officers, all complete copy of such financing documentation (excluding pricing terms) or (y) to the extent reasonably requested by Buyerthe Guarantor is prohibited from delivering any such document pursuant to a confidentiality agreement with such Person, to the fullest extent permitted pursuant to such confidentiality agreement, a certificate of the Guarantor setting forth the terms of any financial covenants or substantially similar terms thereof. g. After (m) Guarantor will not become and will not act on behalf of an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” as defined in and subject to Section 4975 of the occurrence and during Code, any other employee benefit plan that is subject to any law that is substantially similar to Section 406 of ERISA or Section 4975 of the continuation Code, or an entity deemed to hold the plan assets of any Event of Defaultthe foregoing pursuant to 29 C.F.R. Section 2510.3-101, Guarantor shall not make any payment on account ofas modified by Section 3(42) of ERISA, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or partnership interest of Guarantor, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Guarantorotherwise.

Covenants of Guarantor. Guarantor hereby covenants and agrees with Buyer that, until payment in full of all Guaranteed Obligations: a. Seller shall provide Buyer with the following financial and reporting information: (a) Guarantor shall (i) as soon as availablepreserve and maintain its legal existence, but in no event later than 45 days after the last day of each calendar quarter, Guarantor’s unaudited consolidated statements of income and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter (which statements and balance sheets of Guarantor shall separately break out the statements of income and changes in cash flow and balance sheets of Seller, and be accompanied by Seller’s calculations, with such supporting information as Buyer shall reasonably require, of Guarantor’s Consolidated Net Worth and Liquid Net Worth) in each case presented fairly in accordance with GAAP and certified as being true and correct by an officer’s certificate; and (ii) as soon as available, but qualify and remain qualified in no event later than 120 days after good standing in the last day of its fiscal year, Guarantor’s audited consolidated statements of income and statements of changes jurisdiction in cash flow for such year and balance sheets as of the end of such year (which statements and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of Seller), in each case presented fairly in accordance with GAAPit is organized, and accompanied, in all cases, by an unqualified report (iii) comply with its certificate of a nationally recognized independent certified public accounting firm consented to by Buyerformation and by-laws. b. (b) At all times during the term of this Guaranty, Guarantor will promptly, and in any event within 10 Business Days ten (10) days after service of process on any of the following, give to the Buyer notice of all litigation, actions actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened in writing) or other legal or arbitrable proceedings affecting Guarantor that (i) questions or any challenges the validity or enforceability of its subsidiaries before any Governmental Authority which is this Guaranty or (ii) which, individually or in the aggregate, if adversely determined, could be reasonably likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of Guarantor or which may have a material adverse effect on the validity of the Transaction Documents Guarantor’s ability to which Guarantor is a party or any action taken or to be taken in connection with the obligations of Guarantor perform under any such Transaction Documentsthis Guaranty. c. (c) Guarantor will preserve and maintain its legal existence and all of its material rightsnot enter into transactions, privileges, licenses and franchises, and comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Seller Party unless the transaction is (i) in the ordinary course of Guarantor’s business and (ii) upon fair and reasonable terms no less favorable to Guarantor than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate. (d) Guarantor shall not institute against any other Seller Party any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law. (e) The Guarantor shall provide to Buyer and the Verification Agent, as soon as available, and in any event within 90 days after the end of each fiscal year of the Guarantor, audited financial statements of the Guarantor for such fiscal year. (f) The Guarantor shall compile and provide to Buyer and the Verification Agent, as soon as available and in any event no later than forty-five (45) Business Days following the end of each calendar quarter, (i) quarterly financial statements for such calendar quarter, (ii) a calculation of all environmental lawsamounts required to be determined with respect to the Financial Covenants as of the related Pricing Rate Determination Date for the final calendar month of such calendar quarter, (iii) a certificate of an Authorized Officer of the Guarantor setting forth the Cumulative Loss Percentage as of the end of such calendar quarter and confirming that the Guarantor continues to comply with the representations, warranties and covenants set forth herein and (iv) any other ​ ​ reports reasonably requested by Buyer and generated in the ordinary course of business of the Guarantor. (g) The Adjusted Tangible Net Worth as set forth on the most recent financial statement of the Guarantor shall not decline by more than (i) 25% in any calendar quarter, (ii) 35% in any calendar year, or (iii) 50% from the highest Adjusted Tangible Net Worth of the Guarantor set forth in its most recent audited financial statements. (h) The Guarantor shall maintain Liquidity in an amount no less than the greater of (i) $5,000,000 and (ii) 3% of the sum of (A) any outstanding Recourse Indebtedness plus (B) the Aggregate Repurchase Price; provided, however, that no less than two-thirds of the Liquidity maintained by the Guarantor to satisfy this paragraph (h) shall be Cash Liquidity. (i) The Guarantor shall maintain a Debt-to-Assets Ratio no greater than 80%. (j) The Guarantor shall maintain Tangible Net Worth in an amount at least equal to the sum of (i) the product of (A) 1/15th and (B) the amount of all Non-Recourse Indebtedness (excluding the Aggregate Repurchase Price) and the amount of other Securitization Indebtedness, in each case, held by entities other than Affiliates of the Guarantor plus (ii) the product of (A) 1/3rd and (B) the sum of (x) the Aggregate Repurchase Price and (y) all Recourse Indebtedness (the covenants in paragraphs (g), (h), (i) and (j) shall collectively be referred to as the “Financial Covenants”). d. (k) Guarantor will keep adequate records and books shall provide written notice to Buyer upon the occurrence of account(i) any change to its name, jurisdiction of organization or taxpayer identification number or (ii) any reorganization resulting in which complete entries in all material respects will be made in accordance with GAAP consistently appliedthe Guarantor no longer being organized as a corporation. e. (l) Guarantor will pay and discharge all taxes, assessments and governmental charges agrees that should SAMC or levies imposed on it or on its income or profits or on any of its property prior direct or indirect subsidiaries enter into any financing agreement or other credit facility with respect to small business loans or mortgage loans with any Person other than Buyer or an Affiliate of Buyer which by its terms provides more favorable terms to Buyer with respect to any financial covenants set forth in Section 9 hereof or any substantially similar covenants (a “More Favorable Agreement”), the terms of this Guaranty shall be deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement; provided, that in the event that such More Favorable Agreement is terminated, upon notice by the Guarantor to the date on which penalties attach theretoBuyer of such termination, except the original terms of this Guaranty shall be deemed to be automatically reinstated. The Guarantor further agrees to execute and deliver any new guaranties, agreements or amendments to this Guaranty evidencing such provisions, provided that the execution of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for any such tax, assessment, charge the convenience of the parties hereto. Promptly upon Guarantor or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained. f. Guarantor will permit representatives of Buyer upon reasonable prior written notice, during normal business hours and at reasonable intervals, to examine, copy and make extracts from its books and records, to inspect any of its propertiesAffiliates entering into a financing agreement or other credit facility with respect to assets similar to the Mortgage Loans with any Person other than the Buyer or an Affiliate of the Buyer, the Guarantor shall deliver to the Buyer (x) a true, correct and to discuss its business and affairs with its officers, all complete copy of such financing documentation (excluding pricing terms) or (y) to the extent reasonably requested by Buyer. g. After the occurrence and during Guarantor is prohibited from delivering any such document pursuant to a confidentiality agreement with such Person, to the continuation fullest extent permitted pursuant to such confidentiality agreement, a certificate of the Guarantor setting forth the terms of any Event financial covenants or substantially similar terms thereof. ​ ​ (m) Guarantor will not become and will not act on behalf of Defaultan “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, Guarantor shall not make a “plan” as defined in and subject to Section 4975 of the Code, any payment on account ofother employee benefit plan that is subject to any law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or set apart an entity deemed to hold the plan assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or partnership interest of Guarantorthe foregoing pursuant to 29 C.F.R. Section 2510.3-101, whether now or hereafter outstandingas modified by Section 3(42) of ERISA, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Guarantorotherwise.

Covenants of Guarantor. Guarantor hereby covenants and agrees ---------------------- with Buyer thatLender that until all indebtedness guaranteed hereby has been completely repaid and all obligations and undertakings of Borrower under, until payment in full of all Guaranteed Obligations: a. Seller shall provide Buyer with by reason of, or pursuant to the following financial Note and reporting informationthe Loan Documents have been completely performed and Lender has no further obligations to make Loans to Borrower pursuant to the Credit Agreement: (ia) as soon as available, but in no event later than 45 days after the last day of each calendar quarter, Guarantor’s unaudited consolidated statements of income and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter (which statements and balance sheets of Guarantor shall separately break out the statements of income and changes in cash flow and balance sheets of Sellerwill, and be accompanied by Seller’s calculations, with such supporting information as Buyer shall reasonably require, of Guarantor’s Consolidated Net Worth and Liquid Net Worth) in will cause each case presented fairly in accordance with GAAP and certified as being true and correct by an officer’s certificate; and (ii) as soon as available, but in no event later than 120 days after the last day of its fiscal yearSubsidiaries to, Guarantor’s audited consolidated statements of income do or cause to be done all things necessary to preserve and statements of changes keep in cash flow for such year full force and balance sheets effect its corporate or legal existence, material rights and franchises, as of the end of such year (which statements applicable, to effect and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of Seller)maintain its foreign qualifications, in each case presented fairly in accordance with GAAPlicensing, domestication or authorization, and accompanied, in to comply with all cases, by an unqualified report of a nationally recognized independent certified public accounting firm consented to by Buyer. b. Guarantor will promptly, applicable laws and in any event within 10 Business Days after service of process on any of the following, give to Buyer notice of all litigation, actions suits, arbitrations, investigations regulations (including, without limitation, any of the foregoing which are pending or threatened in writing) or other legal or arbitrable proceedings affecting Guarantor or any of its subsidiaries before any Governmental Authority which is reasonably likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of Guarantor or which may have a material adverse effect on the validity of the Transaction Documents to which Guarantor is a party or any action taken or to be taken in connection with the obligations of Guarantor under any such Transaction Documents. c. Guarantor will preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises, and comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws).; d. (b) Guarantor will keep adequate records have as its sole business purpose being the sole general partner of the Borrower and books will own no assets other than its general partnership interest in the Borrower, Short-term Investments, its ownership of accountthe stock of the corporate general partners of Subsidiaries of the Borrower and other assets (such as prepaid insurance) reasonably necessary for the operation of Guarantor's business in the ordinary course of business consistent with the terms of this Guaranty and the other Loan Documents; (c) Guarantor will, in which complete entries in all material respects and will be made in accordance with GAAP consistently applied. e. Guarantor will cause each of its Subsidiaries to, duly pay and discharge discharge, before the same shall become in arrears, all taxes, assessments and other governmental charges imposed upon it and its properties, sales or levies imposed on it activities, or on its upon the income or profits therefrom, as well as claims for labor, material, or supplies which if unpaid might become a lien or charge on any of its property prior to the date on which penalties attach thereto, except for property; provided that any such tax, assessment, charge or levy claim need not be paid if the payment of which is being validity or amount thereof shall currently be contested in good faith and by proper appropriate proceedings and against which if Guarantor or such Subsidiary shall have set aside on its books adequate reserves are being maintained.with respect thereto; and provided further that Guarantor or such Subsidiary shall pay all such taxes, assessments, charges and claims forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor; f. (d) Guarantor will, and will permit representatives cause each of Buyer upon reasonable prior written noticeits Subsidiaries to, during normal maintain and keep the properties used or deemed by it to be useful in its business hours in first-class repair, working order and at reasonable intervalscondition, to examine, copy and make extracts from its books or cause to be made all necessary and recordsproper repairs thereto and replacements thereof; (e) Guarantor will, to inspect any and will cause each of its propertiesSubsidiaries to, maintain with financially sound and reputable insurers, insurance with respect to discuss its properties and business against such casualties and affairs contingencies and in such types and amounts as shall be in accordance with its officers, all to the extent reasonably requested by Buyer. g. After the occurrence and during the continuation of any Event of Default, Guarantor shall not make any payment on account of, or set apart assets for, a sinking or other analogous fund sound business practices for the purchase, redemption, defeasance, retirement or other acquisition of any equity or partnership interest of Guarantor, whether now or hereafter outstanding, or make any other distribution companies in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Guarantor.similar business similarly situated;

Covenants of Guarantor. Guarantor hereby covenants and agrees with Buyer that, until payment in full of all Guaranteed Obligations: a. Seller shall provide Buyer with the following financial and reporting informationas follows: (a) Guarantor will use commercially reasonable efforts to defend the Collateral against all claims and demands of all persons at any time claiming any interest therein, and will keep the Collateral free from any adverse lien, security interest or encumbrance, except for Permitted Liens. (b) Guarantor will provide Kreos, at least thirty (30) business days prior to occurrence, with written notice of (i) as soon as available, but any change in no event later than 45 days after the last day of each calendar quarter, Guarantor’s unaudited consolidated statements of income and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter (which statements and balance sheets of Guarantor shall separately break out the statements of income and changes in cash flow and balance sheets of Seller, and be accompanied by Seller’s calculations, with such supporting information as Buyer shall reasonably require, chief executive office of Guarantor’s Consolidated Net Worth and Liquid Net Worth) in each case presented fairly in accordance with GAAP and certified as being true and correct by an officer’s certificate; and , or (ii) the movement or location of any material Collateral to or at any address other than as soon as available, but set forth in no event later than 120 days after the last day of its fiscal year, Guarantor’s audited consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year Exhibit B. (which statements and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of Seller), in each case presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of a nationally recognized independent certified public accounting firm consented to by Buyer. b. c) Guarantor will promptly, and in promptly pay any event within 10 Business Days after service of process on any of the following, give to Buyer notice of all litigation, actions suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened in writing) or other legal or arbitrable proceedings affecting Guarantor or any of its subsidiaries before any Governmental Authority which is reasonably likely to result in any material adverse change in the business, operations, financial condition, properties, or assets of Guarantor or which may have a material adverse effect on the validity of the Transaction Documents to which Guarantor is a party or any action taken or to be taken in connection with the obligations of Guarantor under any such Transaction Documents. c. Guarantor will preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises, and comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws). d. Guarantor will keep adequate records and books of account, in which complete entries in all material respects will be made in accordance with GAAP consistently applied. e. Guarantor will pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property upon the Collateral prior to the date on which penalties attach are attached thereto, except for any to the extent that such taxtaxes, assessment, charge or levy the payment of which is being assessments and charges shall be contested in good faith by Guarantor and by proper proceedings and against which adequate reserves are being maintainedin accordance with generally accepted accounting principles in the United States as in effect from time to time (“GAAP”) have been set aside therefor. f. (d) Guarantor will promptly notify Kreos of any event (which shall not include a change in general economic conditions) causing a substantial loss or diminution in the value of all or any material part of the Collateral and the amount or an estimate of the amount of such loss or diminution. (e) Guarantor will have and maintain at all times with respect to the Collateral such insurance coverage as a prudent business person would maintain under similar circumstances. (f) Guarantor will not sell or offer to sell or otherwise assign, transfer or dispose of the Collateral or any interest therein, without the prior written consent of Kreos; provided, however, that Guarantor may grant liens under clauses (c) and (d) of the definition of Permitted Liens. For the avoidance of doubt, Guarantor may sell its inventory, if any, and other assets including payments of cash in the ordinary course of its business and may sell other assets outside the ordinary course of business not consisting of Collateral (g) Guarantor will not knowingly use the Collateral in violation of any statute or ordinance. (h) Guarantor will not change its name, jurisdiction of organization, identity or structure, without thirty (30) days prior written notice to Kreos and the delivery to Kreos by Guarantor of all documents and instruments necessary for Kreos to continue its perfected security interest in the Collateral, the form and substance of which documents and instruments shall be acceptable to Kreos in Kreos’s reasonable discretion. (i) Guarantor will perform and observe, or cause to be performed and observed, all of Guarantor’s obligations under the Constituent Documents, and will not, without the prior written consent of Kreos, amend or modify the Constituent Documents in any material adverse way to Kreos. (j) Guarantor will keep its records concerning the Collateral, at Guarantor’s executive office as shown on Exhibit B, or at such other place or places of business as Kreos may approve in writing, such approval not to be unreasonably withheld, conditioned or delayed. Guarantor will hold and preserve such records and chattel paper and will permit representatives of Buyer upon reasonable prior written notice, Kreos at any time during normal business hours following reasonable notice to examine and inspect the Collateral and to make abstracts from such records and chattel paper, and will furnish to Kreos such information and reports regarding the Collateral and the Account Debtors as Kreos may from time to time reasonably request, provided that Kreos, in conducting any such inspection, shall not unreasonably interfere with the operation of Guarantor’s business. (k) Guarantor shall at reasonable intervalsany time and from time to time, whether or not Article 9 is in effect in any particular jurisdiction, take such steps as Kreos may reasonably request for Kreos (i) to examineobtain an acknowledgement, copy in form and make extracts from its books and recordssubstance reasonably satisfactory to Kreos, to inspect of any bailee having possession of any of its propertiesthe Collateral that the bailee holds such Collateral for Kreos, (ii) to obtain “control” of any investment property (as such term is defined in Article 9) with any agreements establishing control to be in form and substance reasonably satisfactory to Kreos, and (iii) otherwise to discuss its business insure the continued perfection and affairs with its officers, all to priority of the extent reasonably requested by BuyerSecurity Interests in any of the Collateral and of the preservation of Kreos’s rights therein. g. After the occurrence and during the continuation of any Event of Default, (l) Guarantor shall not make any payment on account ofbe in compliance in all material respects with all federal, or set apart assets forstate and local laws, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or partnership interest of Guarantor, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Guarantorrules and regulations applicable to it.