Common use of Existence of the Issuer Clause in Contracts

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company organized under the laws of the State of Delaware and shall obtain and preserve its qualification to do business as a company, in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of organization from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each Rating Agency, and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The Issuer (i) shall ensure that all limited liability company or other formalities regarding its existence are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have any employees (other than its officers, if any, and managers to the extent such officers or managers might be considered employees). The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries, and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by the Offering Circular, any Transaction Document or the Issuer Limited Liability Company Agreement, engage in any transaction with any affiliate that would constitute a conflict of interest or (B) make distributions other than in accordance with the applicable terms of this Indenture and the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) have at least one Independent Manager.

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company organized under the laws of the State of Delaware and shall obtain and preserve its qualification to do business as a company, foreign limited liability company in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests Subordinated Notes so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each to the Rating Agency, and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The Issuer (i) shall ensure that all limited liability company company, organizational or other formalities regarding its existence are followed(including, except where if required, holding regular meetings of the failure to do so could not reasonably be expected to have a material adverse effect on the validity managers and enforceability of this Indenturemembers, the Notesas applicable, or any of the Assets, other similar meetings) are followed and (ii) shall not have any employees (other than its officers, if any, respective officers and managers to the extent such officers or managers might be considered they are employees). The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (iA) the Issuer shall not have any subsidiaries, ; and (iiB) except to the extent contemplated in the Issuer Limited Liability Company Agreement Agreement, (x) the Issuer shall not (A1) except as contemplated by the Offering Circular, any Transaction Document Collateral Management Agreement or the Issuer Limited Liability Company Agreement, engage in any transaction with any affiliate member or other equityholder that would constitute a conflict of interest or (B2) make distributions pay dividends other than in accordance with the applicable terms of this Indenture and the Issuer Limited Liability Company Agreement, Agreement and (y) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, shall (A1) maintain books and records separate from any other Person, (B2) maintain its accounts separate from those of any other Person, (C3) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D4) conduct its own business in its own name, (E5) maintain separate financial statementsstatements (if any), (F6) pay its own liabilities out of its own funds, (G7) maintain an arm’s length relationship with its Affiliates, (H) 8) use separate stationery, invoices and checks, (I9) hold itself out as a separate Person, and (J10) correct any known misunderstanding regarding its separate identity and (K) have at least one Independent Manageridentity.

Existence of the Issuer. (a) The Issuer shallshall take all reasonable steps to maintain its identity as a separate legal entity from that of its members. The Issuer shall keep its registered office or principal place of business (as the case may be) in the same city, to state and country indicated in the maximum extent permitted by applicable law, maintain address specified in Section 14.3. The Issuer shall keep separate books and records and shall not commingle its funds with those of any other Person. The Issuer shall keep in full force and effect its existence rights and rights franchises as a limited liability company organized under the laws of the State of Delaware Delaware, shall comply with the provisions of its Organizational Documents and shall obtain and preserve its qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, Securities or any of the Assets; provided that that, subject to Delaware law, the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of and approved by a Majority of the Interests Preferred Shares in accordance with the Limited Liability Company Agreement, so long as (x) (i) the Issuer has received a legal opinion an Opinion of Counsel (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect any Class unless a Majority of such Class has consented to the Holderssuch change, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each the Rating Agency, Agency and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. change or (by) such change is being made in connection with a supplemental indenture pursuant to Section 8.1(a)(xxviii). The Issuer shall (i) shall ensure that all limited liability company or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, partners’, members’, managers’ and shareholders’ or other similar meetings) are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have conduct business in its own name, (iii) correct any employees known misunderstanding as to its separate existence, (other than its officers, iv) maintain separate financial statements (if any), (v) maintain an arm’s-length relationship with any Affiliates, (vi) maintain adequate capital in light of its contemplated business operations, (vii) not commingle its funds with those of any other entity and managers to the extent such officers or managers might be considered employees)(viii) pay its own liabilities out of its own funds. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (other than any subsidiaries necessitated by a change of jurisdiction pursuant to clause (a) above, subject to satisfaction of the S&P Rating Condition in the case of such clause (a) above) and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by have any employees (other than its directors, manager and officers) to the Offering Circularextent they are employees, any Transaction Document or the Issuer Limited Liability Company Agreement, (B) engage in any transaction with any affiliate shareholder, member or partner that would constitute a conflict of interest (provided that each Transaction Document shall not be deemed to be such a transaction that would constitute a conflict of interest) or (BC) pay dividends or make distributions to its owners other than in accordance with the applicable terms provisions of this Indenture and Indenture. This Section 7.4(a) shall not be binding to the extent inconsistent with the status of the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required as an entity disregarded from its sole owner for consolidated accounting purposes or U.S. federal income tax purposes, . (Ab) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) The Issuer will at all times have at least one Independent Managermanager under the Limited Liability Company Agreement.

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its their existence and rights as a limited liability company companies formed or organized under the laws of the State of Delaware Delaware, and shall obtain and preserve its their qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, Debt or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of organization from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each Rating Agency, and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The Issuer (i) shall ensure that all limited liability company corporate or other formalities regarding its existence are followed(including, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have any employees (other than its officers, if any, and managers to the extent such officers required by applicable law, holding regular board of directors’, members’, partners’ and shareholders’ or managers might be considered employees)other similar meetings) are followed. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (except as permitted in this Indenture) and shall not permit to be enacted, and or engage in, any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws), (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) have any employees (other than its directors, members or managers, as applicable, to the extent any thereof is deemed to be an employee), (B) except as contemplated by the Offering CircularCollateral Management Agreement, any Transaction Document or the Issuer Certificate of Formation and Limited Liability Company Agreement, engage in any transaction with any affiliate shareholder or member, as applicable, that would constitute a conflict of interest or (BC) make distributions pay dividends other than in accordance with the applicable terms of this Indenture Indenture, the Certificate of Formation and the Issuer Limited Liability Company Agreement, Agreement and (yiii) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statementsstatements (if any), (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, Person and (J) correct any known misunderstanding regarding its separate identity and (K) have at least one Independent Manageridentity.

Existence of the Issuer. (a) The Issuer shallshall take all reasonable steps to maintain its identity as a separate legal entity from that of its shareholders or members, to as applicable. The Issuer shall keep its registered office or principal place of business (as the maximum extent permitted by applicable lawcase may be) in the same city, maintain state and country indicated in the address specified in Section 14.3. The Issuer shall keep separate books and records and shall not commingle its funds with those of any other Person. The Issuer shall keep in full force and effect its existence rights and rights franchises as a limited liability company organized under the laws of the State of Delaware Delaware, shall comply with the provisions of its Organizational Documents and shall obtain and preserve its qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, Securities or any of the Assets; provided that that, subject to Delaware law, the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of and approved by a Majority of the Interests Preferred Shares in accordance with the Limited Liability Company Agreement, so long as (x) (i) the Issuer has received a legal opinion an Opinion of Counsel (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each the Rating Agency, Agency and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such changechange or (y) such change is being made in connection with a supplemental indenture pursuant to Section 8.1(a)(xxix). (b) The Issuer shall (i) shall ensure that all limited liability company or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, partners’, members’, managers’ and shareholders’ or other similar meetings) are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have conduct business in its own name, (iii) correct any employees known misunderstanding as to its separate existence, (other than its officers, iv) maintain separate financial statements (if any), (v) maintain an arm’s-length relationship with any Affiliates, (vi) maintain adequate capital in light of its contemplated business operations, (vii) not commingle its funds with those of any other entity and managers to the extent such officers or managers might be considered employees)(viii) pay its own liabilities out of its own funds. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (other than any subsidiaries necessitated by a change of jurisdiction pursuant to clause (a)), and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by have any employees (other than its directors, manager and officers) to the Offering Circularextent they are employees, any Transaction Document or the Issuer Limited Liability Company Agreement, (B) engage in any transaction with any affiliate shareholder, member or partner that would constitute a conflict of interest (provided that each Transaction Document shall not be deemed to be such a transaction that would constitute a conflict of interest) or (BC) pay dividends or make distributions to its owners other than in accordance with the applicable terms provisions of this Indenture and Indenture. This Section 7.4(b) shall not be binding to the extent inconsistent with the status of the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required as an entity disregarded from its sole owner for consolidated accounting purposes or U.S. federal income tax purposes, . (Ac) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) The Issuer will at all times have at least one Independent Managermanager under the Limited Liability Company Agreement.

Existence of the Issuer. (a) The Issuer shallshall take all reasonable steps to maintain its identity as a separate legal entity from that of its shareholders or members, to as applicable. The Issuer shall keep its registered office or principal place of business (as the maximum extent permitted by applicable lawcase may be) in the same city, maintain state and country indicated in the address specified in Section 14.3. The Issuer shall keep separate books and records and shall not commingle its funds with those of any other Person. The Issuer shall keep in full force and effect its existence rights and rights franchises as a limited liability company organized under the laws of the State of Delaware Delaware, shall comply with the provisions of its Organizational Documents and shall obtain and preserve its qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, Securities or any of the Assets; provided that that, subject to Delaware law, the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of and approved by a Majority of the Interests Preferred Shares in accordance with the Limited Liability Company Agreement, so long as (x) (i) the Issuer has received a legal opinion an Opinion of Counsel (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each the Rating Agency, Agency and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such changechange or (y) such change is being made in connection with a supplemental indenture pursuant to Section 8.1(a)(xxvii). (b) The Issuer shall (i) shall ensure that all limited liability company or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, partners’, members’, managers’ and shareholders’ or other similar meetings) are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have conduct business in its own name, (iii) correct any employees known misunderstanding as to its separate existence, (other than its officers, iv) maintain separate financial statements (if any), (v) maintain an arm’s-length relationship with any Affiliates, (vi) maintain adequate capital in light of its contemplated business operations, (vii) not commingle its funds with those of any other entity and managers to the extent such officers or managers might be considered employees)(viii) pay its own liabilities out of its own funds. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (other than any subsidiaries necessitated by a change of jurisdiction pursuant to clause (a)), and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by have any employees (other than its directors, manager and officers) to the Offering Circularextent they are employees, any Transaction Document or the Issuer Limited Liability Company Agreement, (B) engage in any transaction with any affiliate shareholder, member or partner that would constitute a conflict of interest (provided that each Transaction Document shall not be deemed to be such a transaction that would constitute a conflict of interest) or (BC) pay dividends or make distributions to its owners other than in accordance with the applicable terms provisions of this Indenture and Indenture. This Section 7.4(b) shall not be binding to the extent inconsistent with the status of the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required as an entity disregarded from its sole owner for consolidated accounting purposes or U.S. federal income tax purposes, . (Ac) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) The Issuer will at all times have at least one Independent Managermanager under the Limited Liability Company Agreement.

Existence of the Issuer. (a) The So long as any Debt is Outstanding, the Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company organized under the laws of the State of Delaware and shall obtain and preserve its qualification to do business as a company, in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the AssetsDelaware; provided that the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the HoldersHolders of the Debt, (ii) it delivers written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee Collateral Agent for delivery to the Holders, Holders of the Collateral Manager and each Rating Agency, Debt and (iii) on or prior to the 15th fifteenth (15th) Business Day following receipt delivery of such notice by the Trustee Collateral Agent to the Debtholders, the Collateral Agent shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The So long as any Debt is Outstanding, the Issuer (i) shall ensure that all limited liability company formalities or other formalities regarding its existence are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenturefollowed (including correcting any known misunderstanding regarding its separate existence). So long as any Debt is Outstanding, the Notes, or any of the Assets, and (ii) shall not have any employees (other than its officers, if any, and managers to the extent such officers or managers might be considered employees). The Issuer shall not take any action, action or conduct its affairs in a manner, manner that is likely to result in its separate existence being ignored or in its assets Collateral and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding, in each case, other than any action that is expressly covered by this Indenture and Credit Agreement. So long as the Class A Loan is Outstanding, the Issuer shall maintain and implement administrative and operating procedures reasonably necessary in the performance of the Issuer’s obligations hereunder, and the Issuer shall at all times keep and maintain, or cause to be kept and maintained, separate books, records, accounts and other information customarily maintained for the performance of the Issuer’s obligations hereunder. Without limiting the foregoing, so long as the Class A Loan is Outstanding, (i) the Issuer shall not have any subsidiaries, and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by the Offering Circular, any Transaction Document or the Issuer Limited Liability Company Agreement, engage in any transaction with any affiliate that would constitute a conflict of interest or (B) make distributions other than in accordance with the applicable terms of this Indenture and the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities only out of its own funds, funds and (G) maintain an arm’s length relationship with its Affiliates, (HB) use separate stationery, invoices and checks, (IC) hold itself out and identify itself as a separate and distinct entity under its own name (except, for tax purposes, to the extent that the Issuer is a disregarded entity for U.S. federal income tax purposes); (D) not commingle its assets with assets of any other Person; (E) hold title to its assets in its own name; (F) [reserved]; (G) not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit or assets as being available to satisfy the obligations of others; (H) allocate fairly and reasonably any overhead expenses, including for shared office space; (I) not have its obligations guaranteed by any Affiliate except to the extent contemplated by this Indenture and Credit Agreement and any other Transaction Document; (J) not pledge its assets to secure the obligations of any other Person; (K) correct any known misunderstanding regarding its separate identity identity; (L) intend to maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (M) not acquire any securities of any Affiliate of the Issuer; (N) not own any asset or property other than property arising out of the actions permitted to be performed under the Transaction Documents and (KO) have at least one Independent Manager(1) independent member or director; and (ii) the Issuer shall not (A) have any subsidiaries (other than a Permitted Subsidiary); (B) engage in any transaction with any shareholder that is not permitted under the terms of the Transaction Documents; (C) [reserved]; (D) conduct business under an assumed name (i.e., no “DBAs”); (E) incur, create or assume any indebtedness other than (x) as expressly permitted under the Transaction Documents; (y) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, servicing, enforcement, financing the Collateral; and/or (z) as otherwise expressly permitted under this Indenture and Credit Agreement; (F) enter into any contract or agreement with any of its Affiliates, except as expressly permitted under the Transaction Documents or upon terms and conditions that are commercially reasonable and substantially similar to those available in arm’s-length transactions; (G) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Issuer may invest in those investments permitted under the Transaction Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Transaction Documents and permit the same to remain outstanding in accordance with such provisions; (H) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Transaction Documents.

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company organized formed under the laws of the State of Delaware Delaware, and shall obtain and preserve its qualification to do business as a company, in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the NotesCredit Agreement, the Debt or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests Subordinated Notes so long as (i) the Issuer has received a legal opinion (upon which the Collateral Trustee and the Loan Agent may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Collateral Trustee by the Issuer, which notice shall be promptly forwarded by the Collateral Trustee to the Holders, the Collateral Manager and each to the Rating Agency, (iii) the S&P Rating Condition is satisfied and (iiiiv) on or prior to the 15th Business Day following receipt of such notice the Collateral Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The Issuer (i) shall ensure that all limited liability company organizational or other formalities regarding its existence (including, if required, holding regular meetings of its manager(s) and member(s) or other similar meetings) are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, followed and (ii) shall not have any employees (other than its officers, if any, and managers to the extent such officers or managers might be considered they are employees). The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (iA) the Issuer shall not have any subsidiaries, ; and (iiB) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A1) except as contemplated by the Offering Circular, any Transaction Document Collateral Management Agreement or the Issuer Limited Liability Company AgreementIssuer's limited liability company agreement, engage in any transaction with any affiliate member that would constitute a conflict of interest or (B2) make pay dividends or distributions other than in accordance with the applicable terms of this Indenture and the Issuer Limited Liability Company Agreement, Issuer's limited liability company agreement and (y) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, shall (A1) maintain books and records separate from any other Person, (B2) maintain its accounts separate from those of any other Person, (C3) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D4) conduct its own business in its own name, (E5) maintain separate financial statements, (F6) pay its own liabilities out of its own funds, (G7) maintain an arm’s 's length relationship with its Affiliates, (H) 8) use separate stationery, invoices and checks, (I9) hold itself out as a separate Person, (J10) correct any known misunderstanding regarding its separate identity and (K11) have at least one Independent Manager.

Existence of the Issuer. (a) The Issuer shallshall take all reasonable steps to maintain its identity as a separate legal entity from that of its shareholders or members, to as applicable. The Issuer shall keep its registered office or principal place of business (as the maximum extent permitted by applicable lawcase may be) in the same city, maintain state and country indicated in the address specified in Section 14.3. The Issuer shall keep separate books and records and shall not commingle its funds with those of any other Person. The Issuer shall keep in full force and effect its existence rights and rights franchises as a limited liability company organized under the laws of the State of Delaware Delaware, shall comply with the provisions of its Organizational Documents and shall obtain and preserve its qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, Securities or any of the Assets; provided that that, subject to Delaware law, the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of and approved by a Majority of the Interests Preferred Shares in accordance with the Limited Liability Company Agreement, so long as (x) (i) the Issuer has received a legal opinion an Opinion of Counsel (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each the Rating Agency, Agencies and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such changechange or (y) such change is being made in connection with a supplemental indenture pursuant to Section 8.1(a)(xxix). (b) The Issuer shall (i) shall ensure that all limited liability company or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, partners’, members’, managers’ and shareholders’ or other similar meetings) are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have conduct business in its own name, (iii) correct any employees known misunderstanding as to its separate existence, (other than its officers, iv) maintain separate financial statements (if any), (v) maintain an arm’s-length relationship with any Affiliates, (vi) maintain adequate capital in light of its contemplated business operations, (vii) not commingle its funds with those of any other entity and managers to the extent such officers or managers might be considered employees)(viii) pay its own liabilities out of its own funds. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (other than any subsidiaries necessitated by a change of jurisdiction pursuant to clause (a)), and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by have any employees (other than its directors, manager and officers) to the Offering Circularextent they are employees, any Transaction Document or the Issuer Limited Liability Company Agreement, (B) engage in any transaction with any affiliate shareholder, member or partner that would constitute a conflict of interest (provided that each Transaction Document shall not be deemed to be such a transaction that would constitute a conflict of interest) or (BC) pay dividends or make distributions to its owners other than in accordance with the applicable terms provisions of this Indenture and Indenture. This Section 7.4(b) shall not be binding to the extent inconsistent with the status of the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required as an entity disregarded from its sole owner for consolidated accounting purposes or U.S. federal income tax purposes, . (Ac) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) The Issuer will at all times have at least one Independent Managermanager under the Limited Liability Company Agreement.

Existence of the Issuer. (a) The So long as any Debt is Outstanding, the Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company organized under the laws of the State of Delaware and shall obtain and preserve its qualification to do business as a company, in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the AssetsDelaware; provided that the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the HoldersHolders of the Debt, (ii) it delivers written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee Collateral Agent for delivery to the HoldersHolders of the Debt, the Collateral Manager and each Rating Agency, and (iii) on or prior to the 15th fifteenth (15th) Business Day following receipt delivery of such notice by the Trustee Collateral Agent to the Debtholders, the Collateral Agent shall not have received written notice from a Majority of the Controlling Class objecting to such changechange and (iv) on or prior to the fifteenth (15th) Business Day following the effectiveness of such change in jurisdiction, the Issuer makes all necessary filings and takes any other action as may be required or desirable to maintain the perfection of the Collateral Agent’s security interest in the Collateral. (b) The So long as any Debt is Outstanding, the Issuer (i) shall ensure that all limited liability company formalities or other formalities regarding its existence are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenturefollowed (including correcting any known misunderstanding regarding its separate existence). So long as any Debt is Outstanding, the Notes, or any of the Assets, and (ii) shall not have any employees (other than its officers, if any, and managers to the extent such officers or managers might be considered employees). The Issuer shall not take any action, action or conduct its affairs in a manner, manner that is likely to result in its separate existence being ignored or in its assets Collateral and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding, in each case, other than any action that is expressly covered by this Indenture and Credit Agreement. So long as the Class A Loan is Outstanding, the Issuer shall maintain and implement administrative and operating procedures reasonably necessary in the performance of the Issuer’s obligations hereunder, and the Issuer shall at all times keep and maintain, or cause to be kept and maintained, separate books, records, accounts and other information customarily maintained for the performance of the Issuer’s obligations hereunder. Without limiting the foregoing, so long as the Class A Loan is Outstanding, (i) the Issuer shall not have any subsidiaries, and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by the Offering Circular, any Transaction Document or the Issuer Limited Liability Company Agreement, engage in any transaction with any affiliate that would constitute a conflict of interest or (B) make distributions other than in accordance with the applicable terms of this Indenture and the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities only out of its own funds, funds and (G) maintain an arm’s length relationship with its Affiliates, (HB) use separate stationery, invoices and checks, (IC) hold itself out and identify itself as a separate and distinct entity under its own name; (D) not commingle its assets with assets of any other Person; (E) hold title to its assets in its own name; (F) [reserved]; (G) not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit or assets as being available to satisfy the obligations of others; (H) allocate fairly and reasonably any overhead expenses, including for shared office space; (I) not have its obligations guaranteed by any Affiliate except to the extent contemplated by this Indenture and Credit Agreement and any other Transaction Document; (J) not pledge its assets to secure the obligations of any other Person; (K) correct any known misunderstanding regarding its separate identity identity; (L) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (M) not acquire any securities of any Affiliate of the Issuer; (N) not own any asset or property other than property arising out of the actions permitted to be performed under the Transaction Documents, and (KO) have at least one Independent Manager(1) independent member or director; and (ii) the Issuer shall not: (A) have any subsidiaries (other than a Permitted Subsidiary); (B) engage in any transaction with any shareholder that is not permitted under the terms of the Transaction Documents; (C) [reserved]; (D) conduct business under an assumed name (i.e., no “DBAs”); (E) incur, create or assume any indebtedness other than (x) as expressly permitted under the Transaction Documents; (y) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, servicing, enforcement, financing the Collateral; and/or (z) as otherwise expressly permitted under this Indenture and Credit Agreement; (F) enter into any contract or agreement with any of its Affiliates, except as expressly permitted under the Transaction Documents or upon terms and conditions that are commercially reasonable and substantially similar to those available in arm’s-length transactions; (G) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that the Issuer may invest in those investments permitted under the Transaction Documents and may make any advance required or expressly permitted to be made pursuant to any provisions of the Transaction Documents and permit the same to remain outstanding in accordance with such provisions; (H) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests other than such activities as are expressly permitted pursuant to any provision of the Transaction Documents.

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company organized under the laws of the State of Delaware and shall obtain and preserve its qualification to do business as a company, in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of organization from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each Rating Agency, (iii) the S&P Rating Condition is satisfied and (iiiiv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The Issuer (i) shall ensure that all limited liability company or other formalities regarding its existence are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have any employees (other than its officers, if any, and managers to the extent such officers or managers might be considered employees). The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries, and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by the Offering Circular, any Transaction Document or the Issuer Limited Liability Company Agreement, engage in any transaction with any affiliate that would constitute a conflict of interest or (B) make distributions other than in accordance with the applicable terms of this Indenture and the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) have at least one Independent Manager.

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its their existence and rights as a limited liability company companies formed or organized under the laws of the State of Delaware Delaware, and shall obtain and preserve its their qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the NotesClass A-L Loan Agreement, the Debt or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of organization from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each Rating Agency, and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The Issuer (i) shall ensure that all limited liability company corporate or other formalities regarding its existence are followed(including, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have any employees (other than its officers, if any, and managers to the extent such officers required by applicable law, holding regular board of directors’, members’, partners’ and shareholders’ or managers might be considered employees)other similar meetings) are followed. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (except as permitted in this Indenture) and shall not permit to be enacted, and or engage in, any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws), (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) have any employees (other than its directors, members or managers, as applicable, to the extent any thereof is deemed to be an employee), (B) except as contemplated by the Offering CircularCollateral Management Agreement, any Transaction Document or the Issuer Certificate of Formation and Limited Liability Company Agreement, engage in any transaction with any affiliate shareholder or member, as applicable, that would constitute a conflict of interest or (BC) make distributions pay dividends other than in accordance with the applicable terms of this Indenture Indenture, the Class A-L Loan Agreement, the Certificate of Formation and the Issuer Limited Liability Company Agreement, Agreement and (yiii) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statementsstatements (if any), (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, Person and (J) correct any known misunderstanding regarding its separate identity and (K) have at least one Independent Manageridentity.

Existence of the Issuer. (a) The So long as any Note is Outstanding, the Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company organized under the laws of the State of Delaware and shall obtain and preserve its qualification to do business as a company, foreign limited liability company in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, Notes or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of organization registration from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the HoldersHolders of the Notes or the Issuer Equity Securities, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the HoldersHolders of the Notes or Issuer Equity Securities and, after providing such notice to the Collateral Manager and 17g-5 Information Provider for prior posting on the 17g-5 Website, each Rating Agency, and 15 Business Days prior to such change, (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class Notes or the Majority Equityholder objecting to such change, and (iv) the Issuer prepares, creates and delivers any documents necessary to maintain the perfection of a first priority security interest under this Indenture. (b) The So long as any Note is Outstanding, the Issuer (i) shall ensure that all limited liability company or other formalities regarding its existence are followed, except where followed (including correcting any known misunderstanding regarding its separate existence and including with respect to the failure to do so could not reasonably be expected to have a material adverse effect on prohibitions set forth in Section 1.7 of the validity and enforceability of this IndentureLLC Agreement). So long as any Note is Outstanding, the Notes, or any of the Assets, and (ii) shall not have any employees (other than its officers, if any, and managers to the extent such officers or managers might be considered employees). The Issuer shall not take any action, action or conduct its affairs in a manner, manner that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. So long as any Note is Outstanding, the Issuer shall maintain and implement administrative and operating procedures reasonably necessary in the performance of the Issuer’s obligations hereunder, and the Issuer shall at all times keep and maintain, or cause to be kept and maintained, separate books, records, accounts and other information customarily maintained for the performance of the Issuer’s obligations hereunder. Without limiting the foregoing, so long as any Note is Outstanding, (i) the Issuer shall not have any subsidiaries, and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by the Offering Circular, any Transaction Document or the Issuer Limited Liability Company Agreement, engage in any transaction with any affiliate that would constitute a conflict of interest or (B) make distributions other than in accordance with the applicable terms of this Indenture and the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities only out of its own funds, funds and (G) maintain an arm’s length relationship with its Affiliates, (HB) use separate stationery, invoices and checks, (IC) hold itself out and identify itself as a separate and distinct entity under its own name and (ii) the Issuer shall not (A) have any subsidiaries (other than a Permitted Subsidiary), (B) have any employees (other than its directors), (C) pay dividends other than in accordance with the terms of this Indenture and its governing documents, (D) conduct business under an assumed name (i.e., no “DBAs”), (E) commingle its funds or assets with those of any other Person, or (JF) correct enter into any known misunderstanding regarding contract or agreement with any of its separate identity Affiliates, except upon terms and (K) have at least one Independent Managerconditions that are commercially reasonable and substantially similar to those available in arm’s-length transactions.

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company organized under the laws of the State of Delaware and shall obtain and preserve its qualification to do business as a company, in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of organization from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager Manager, the Class A-R Agent and each Rating Agency, (iii) the S&P Rating Condition is satisfied and (iiiiv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The Issuer (i) shall ensure that all limited liability company or other formalities regarding its existence are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have any employees (other than its officers, if any, and managers to the extent such officers or managers might be considered employees). The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries, and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by the Offering Circular, any Transaction Document or the Issuer Limited Liability Company Agreement, engage in any transaction with any affiliate that would constitute a conflict of interest or (B) make distributions other than in accordance with the applicable terms of this Indenture and the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) have at least one Independent Manager.

Existence of the Issuer. (a) The Issuer shallshall take all reasonable steps to maintain its identity as a separate legal entity from that of its shareholders or members, to as applicable. The Issuer shall keep its registered office or principal place of business (as the maximum extent permitted by applicable lawcase may be) in the same city, maintain state and country indicated in the address specified in Section 14.3. The Issuer shall keep separate books and records and shall not commingle its funds with those of any other Person. The Issuer shall keep in full force and effect its existence rights and rights franchises as a limited liability company organized under the laws of the State of Delaware Delaware, shall comply with the provisions of its Organizational Documents and shall obtain and preserve its qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the NotesLoan Agreement, the Securities or any of the Assets; provided that that, subject to Delaware law, the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of and approved by a Majority of the Interests Preferred Shares in accordance with the Limited Liability Company Agreement, so long as (x) (i) the Issuer has received a legal opinion an Opinion of Counsel (upon which the Collateral Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Collateral Trustee by the Issuer, which notice shall be promptly forwarded by the Collateral Trustee to the Holders, the Collateral Manager and each the Rating Agency, Agency and (iii) on or prior to the 15th Business Day following receipt of such notice the Collateral Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such changechange or (y) such change is being made in connection with a supplemental indenture pursuant to Section 8.1(a)(xxix). (b) The Issuer shall (i) shall ensure that all limited liability company or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, partners’, members’, managers’ and shareholders’ or other similar meetings) are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have conduct business in its own name, (iii) correct any employees known misunderstanding as to its separate existence, (other than its officers, iv) maintain separate financial statements (if any), (v) maintain an arm’s-length relationship with any Affiliates, (vi) maintain adequate capital in light of its contemplated business operations, (vii) not commingle its funds with those of any other entity and managers to the extent such officers or managers might be considered employees)(viii) pay its own liabilities out of its own funds. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (other than any subsidiaries necessitated by a change of jurisdiction pursuant to clause (a)), and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by have any employees (other than its directors, manager and officers) to the Offering Circularextent they are employees, any Transaction Document or the Issuer Limited Liability Company Agreement, (B) engage in any transaction with any affiliate shareholder, member or partner that would constitute a conflict of interest (provided that each Transaction Document shall not be deemed to be such a transaction that would constitute a conflict of interest) or (BC) pay dividends or make distributions to its owners other than in accordance with the applicable terms provisions of this Indenture and Indenture. This Section 7.4(b) shall not be binding to the extent inconsistent with the status of the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required as an entity disregarded from its sole owner for consolidated accounting purposes or U.S. federal income tax purposes, . (Ac) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) The Issuer will at all times have at least one Independent Managermanager under the Limited Liability Company Agreement.

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company organized under the laws of the State of Delaware and shall obtain and preserve its qualification to do business as a company, in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of organization from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each Rating AgencyXxxxx’x, and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The Issuer (i) shall ensure that all limited liability company or other formalities regarding its existence are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have any employees (other than its officers, if any, and managers to the extent such officers or managers might be considered employees). The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries, and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by the Offering Circular, any Transaction Document or the Issuer Limited Liability Company Agreement, engage in any transaction with any affiliate that would constitute a conflict of interest or (B) make distributions other than in accordance with the applicable terms of this Indenture and the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) have at least one Independent Manager.

Existence of the Issuer. (a) The Issuer shallshall take all reasonable steps to maintain its identity as a separate legal entity from that of its shareholders or members, to as applicable. The Issuer shall keep its registered office or principal place of business (as the maximum extent permitted by applicable lawcase may be) in the same city, maintain state and country indicated in the address specified in Section 14.3. The Issuer shall keep separate books and records and shall not commingle its funds with those of any other Person. The Issuer shall keep in full force and effect its existence rights and rights franchises as a limited liability company organized under the laws of the State of Delaware Delaware, shall comply with the provisions of its Organizational Documents and shall obtain and preserve its qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the NotesClass A-L Credit Agreement, the Debt or any of the Assets; provided that that, subject to Delaware law, the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of and approved by a Majority of the Interests Preferred Shares in accordance with the Limited Liability Company Agreement, so long as (x) (i) the Issuer has received a legal opinion an Opinion of Counsel (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each the Rating Agency, Agency and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such changechange or (y) such change is being made in connection with a supplemental indenture pursuant to Section 8.1(a)(xxvii). (b) The Issuer shall (i) shall ensure that all limited liability company or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, partners’, members’, managers’ and shareholders’ or other similar meetings) are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have conduct business in its own name, (iii) correct any employees known misunderstanding as to its separate existence, (other than its officers, iv) maintain separate financial statements (if any), (v) maintain an arm’s-length relationship with any Affiliates, (vi) maintain adequate capital in light of its contemplated business operations, (vii) not commingle its funds with those of any other entity and managers to the extent such officers or managers might be considered employees)(viii) pay its own liabilities out of its own funds. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (other than any subsidiaries necessitated by a change of jurisdiction pursuant to clause (a)), and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by have any employees (other than its directors, manager and officers) to the Offering Circularextent they are employees, any Transaction Document or the Issuer Limited Liability Company Agreement, (B) engage in any transaction with any affiliate shareholder, member or partner that would constitute a conflict of interest (provided that each Transaction Document shall not be deemed to be such a transaction that would constitute a conflict of interest) or (BC) pay dividends or make distributions to its owners other than in accordance with the applicable terms provisions of this Indenture and Indenture. This Section 7.4(b) shall not be binding to the extent inconsistent with the status of the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required as an entity disregarded from its sole owner for consolidated accounting purposes or U.S. federal income tax purposes, . (Ac) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) The Issuer will at all times have at least one Independent Managermanager under the Limited Liability Company Agreement.

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company organized under the laws of the State of Delaware and shall obtain and preserve its qualification to do business as a company, in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the NotesClass A-L Credit Agreement, the Secured Debt, or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of organization from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each to the Rating Agency, (iii) the S&P Rating Condition is satisfied and (iiiiv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The Issuer (i) shall ensure that all limited liability company or other formalities regarding its existence are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the NotesSecured Debt, or any of the Assets, and (ii) shall not have any employees (other than its officers, if any, and managers officers to the extent such officers or managers might be considered employees). The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries, and (ii) except to the extent contemplated in the Issuer A&R Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by the Offering Circular, any Transaction Document or the Issuer A&R Limited Liability Company Agreement, engage in any transaction with any affiliate that would constitute a conflict of interest or (B) make distributions other than in accordance with the applicable terms of this Indenture and the Issuer A&R Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) have at least one Independent Manager.

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company organized formed under the laws of the State of Delaware Delaware, and shall obtain and preserve its qualification to do business as a company, foreign entity in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests Subordinated Notes so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each to the Rating AgencyAgencies, (iii) the Global Rating Agency Condition is satisfied and (iiiiv) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The Issuer (i) shall ensure that all limited liability company organizational or other formalities regarding its existence are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, followed and (ii) shall not have any employees (other than its officers, if any, and managers trustees to the extent such officers or managers might be considered they are employees). The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (iA) the Issuer shall not have any subsidiaries, and ; (iiB) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A1) except as contemplated by the Offering Circular, any Transaction Document Collateral Management Agreement or the Issuer Limited Liability Company LLC Agreement, engage in any transaction with any affiliate shareholder that would constitute a conflict of interest or (B2) make distributions pay dividends other than in accordance with the applicable terms of this Indenture and the Issuer Limited Liability Company Agreement, LLC Agreement and (y) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, shall (A1) maintain books and records separate from any other Person, (B2) maintain its accounts separate from those of any other Person, (C3) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D4) conduct its own business in its own name, (E5) maintain separate financial statements, (F6) pay its own liabilities out of its own funds, (G7) maintain an arm’s length relationship with its Affiliates, (H) 8) use separate stationery, invoices and checks, (I9) hold itself out as a separate Person, (J10) correct any known misunderstanding regarding its separate identity and (K11) have at least one trustee that is Independent of the Collateral Manager.

Existence of the Issuer. (a) The Issuer shallshall take all reasonable steps to maintain its identity as a separate legal entity from that of its shareholders or members, to as applicable. The Issuer shall keep its registered office or principal place of business (as the maximum extent permitted by applicable lawcase may be) in the same city, maintain state and country indicated in the address specified in Section 14.3. The Issuer shall keep separate books and records and shall not commingle its funds with those of any other Person. The Issuer shall keep in full force and effect its existence rights and rights franchises as a limited liability company organized under the laws of the State of Delaware Delaware, shall comply with the provisions of its Organizational Documents and shall obtain and preserve its qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the NotesCredit Agreement, the Securities or any of the Assets; provided that that, subject to Delaware law, the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of and approved by a Majority of the Interests Preferred Shares in accordance with the Limited Liability Company Agreement, so long as (x) (i) the Issuer has received a legal opinion an Opinion of Counsel (upon which the Collateral Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Collateral Trustee by the Issuer, which notice shall be promptly forwarded by the Collateral Trustee to the Holders, the Collateral Manager and each the Rating Agency, Agency and (iii) on or prior to the 15th Business Day following receipt of such notice the Collateral Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such changechange or (y) such change is being made in connection with a supplemental indenture pursuant to Section 8.1(a)(xxvii). (b) The Issuer shall (i) shall ensure that all limited liability company or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, partners’, members’, managers’ and shareholders’ or other similar meetings) are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have conduct business in its own name, (iii) correct any employees known misunderstanding as to its separate existence, (other than its officers, iv) maintain separate financial statements (if any), (v) maintain an arm’s-length relationship with any Affiliates, (vi) maintain adequate capital in light of its contemplated business operations, (vii) not commingle its funds with those of any other entity and managers to the extent such officers or managers might be considered employees)(viii) pay its own liabilities out of its own funds. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (other than any subsidiaries necessitated by a change of jurisdiction pursuant to clause (a)), and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by have any employees (other than its directors, manager and officers) to the Offering Circularextent they are employees, any Transaction Document or the Issuer Limited Liability Company Agreement, (B) engage in any transaction with any affiliate shareholder, member or partner that would constitute a conflict of interest (provided that each Transaction Document shall not be deemed to be such a transaction that would constitute a conflict of interest) or (BC) pay dividends or make distributions to its owners other than in accordance with the applicable terms provisions of this Indenture and Indenture. This Section 7.4(b) shall not be binding to the extent inconsistent with the status of the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required as an entity disregarded from its sole owner for consolidated accounting purposes or U.S. federal income tax purposes, . (Ac) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) The Issuer will at all times have at least one Independent Managermanager under the Limited Liability Company Agreement.

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company organized formed under the laws of the State of Delaware and shall obtain and preserve its qualification to do business as a company, limited liability company in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each the Rating Agency, Agency and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The Issuer (i) shall ensure that all limited liability company or other formalities regarding its existence are followed(including, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity if required, holding regular meetings of its manager(s) and enforceability of this Indenture, the Notesmember(s), or any of the Assetsother similar, meetings) are followed and (ii) shall not have any employees (other than its officers, if any, and managers to the extent such officers or managers might be considered they are employees). The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (iA) the Issuer shall not have any subsidiaries, ; and (iiB) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A1) except as contemplated by the Offering Circular, any Transaction Document the Collateral Management Agreement or the Issuer Limited Liability Company AgreementIssuer’s limited liability company agreement, engage in any transaction with any affiliate member that would constitute a conflict of interest or (B2) make distributions other than in accordance with the applicable terms of this Indenture and the Issuer Limited Liability Company Agreement, Issuer’s limited liability company agreement and (y) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, shall (A1) maintain books and records separate from any other Person, (B2) maintain its accounts separate from those of any other Person, (C3) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D4) conduct its own business in its own name, (E5) maintain separate financial statements, (F6) pay its own liabilities out of its own funds, (G7) maintain an arm’s length relationship with its Affiliates, (H) 8) use separate stationery, invoices and checks, (I9) hold itself out as a separate Person, (J10) correct any known misunderstanding regarding its separate identity and (K11) have at least one manager that is Independent of the Collateral Manager.

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its their existence and rights as a limited liability company companies formed or organized under the laws of the State of Delaware Delaware, and shall obtain and preserve its their qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the NotesClass A-L Loan Agreements, the Debt or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of organization from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each Rating Agency, and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The Issuer (i) shall ensure that all limited liability company corporate or other formalities regarding its existence are followed(including, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have any employees (other than its officers, if any, and managers to the extent such officers required by applicable law, holding regular board of directors’, members’, partners’ and shareholders’ or managers might be considered employees)other similar meetings) are followed. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (except as permitted in this Indenture) and shall not permit to be enacted, and or engage in, any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws), (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) have any employees (other than its directors, members or managers, as applicable, to the extent any thereof is deemed to be an employee), (B) except as contemplated by the Offering CircularCollateral Management Agreement, any Transaction Document or the Issuer Certificate of Formation and Limited Liability Company Agreement, engage in any transaction with any affiliate shareholder or member, as applicable, that would constitute a conflict of interest or (BC) make distributions pay dividends other than in accordance with the applicable terms of this Indenture Indenture, the Class A-L Loan Agreements, the Certificate of Formation and the Issuer Limited Liability Company Agreement, Agreement and (yiii) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statementsstatements (if any), (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, Person and (J) correct any known misunderstanding regarding its separate identity and (K) have at least one Independent Manageridentity.

Existence of the Issuer. (a) The So long as any Note is outstanding, the Issuer shall, to the maximum extent permitted by applicable law, shall maintain in full force and effect its existence existence, rights and rights franchises as a limited liability company organized statutory trust under the laws of the State of Delaware and shall obtain and preserve its qualification to do business as a company, foreign statutory trust in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, Notes or any of the AssetsCollateral; provided that the Issuer shall be entitled to change its jurisdiction of organization from the State of Delaware registration to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the HoldersNoteholders or the Residual Interestholder, (ii) written notice of such change shall have been given by the Issuer to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the HoldersTrustee, the Collateral Manager Noteholders, the Residual Interestholder and each the Rating AgencyAgency fifteen (15) Business Days prior to such change, and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a the Majority of the Controlling Class Representative objecting to such changechange and (iv) the Issuer files (or causes the filing) in the appropriate filing office of any Financing Statement necessary to maintain or preserve the lien (and the priority thereof) of this Indenture following such change of the Issuer’s jurisdiction of registration. (b) The So long as any Note is outstanding, the Issuer (i) shall ensure that all limited liability company or other corporate formalities regarding its existence are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenturefollowed (including correcting any known misunderstanding regarding its separate existence). So long as any Note is outstanding, the Notes, or any of the Assets, and (ii) shall not have any employees (other than its officers, if any, and managers to the extent such officers or managers might be considered employees). The Issuer shall not take any action, action or conduct its affairs in a manner, manner that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. So long as any Note is outstanding, the Issuer shall maintain and implement administrative and operating procedures reasonably necessary in the performance of the Issuer’s obligations hereunder, and the Issuer shall at all times keep and maintain, or cause to be kept and maintained, separate books, records, accounts and other information customarily maintained for the performance of the Issuer’s obligations hereunder. Without limiting the foregoing, so long as any Note is outstanding, (i) the Issuer shall not have any subsidiaries, and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by the Offering Circular, any Transaction Document or the Issuer Limited Liability Company Agreement, engage in any transaction with any affiliate that would constitute a conflict of interest or (B) make distributions other than in accordance with the applicable terms of this Indenture and the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities only out of its own funds, funds and (G) maintain an arm’s length relationship with its Affiliates, (HB) use separate stationery, invoices and checks, (Iii) hold itself out as a separate Personthe Issuer shall not (A) have any subsidiaries, except REO Subsidiaries, (J) correct any known misunderstanding regarding its separate identity and (KB) have at least one Independent Managerany employees (other than its managers to the extent they would be deemed to be employees), (C) pay dividends other than from the Residual Interest Distribution Account or (D) conduct business under an assumed name (i.e., no DBAs).

Existence of the Issuer. (a) The So long as any Note is outstanding, the Issuer shall, to the maximum extent permitted by applicable law, shall maintain in full force and effect its existence existence, rights and rights franchises as a limited liability company organized statutory trust under the laws of the State of Delaware and shall obtain and preserve its qualification to do business as a company, foreign limited liability company in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, Notes or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of organization from the State of Delaware registration to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the HoldersNoteholders or the Certificateholder, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the HoldersNoteholders or Certificateholder, the Collateral Manager Owner Trustee and each Rating Agency, Agency fifteen (15) Business Days prior to such change and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class or the Certificateholder objecting to such change. So long as any Note is outstanding, the Trust Depositor will maintain at all times at least two directors who are Independent of the Collateral Manager and its Affiliates. (b) The So long as any Note is outstanding, the Issuer (i) shall ensure that all limited liability company statutory trust formalities or other formalities regarding its existence are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenturefollowed (including correcting any known misunderstanding regarding its separate existence). So long as any Note is outstanding, the Notes, or any of the Assets, and (ii) shall not have any employees (other than its officers, if any, and managers to the extent such officers or managers might be considered employees). The Issuer shall not take any action, action or conduct its affairs in a manner, manner that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. So long as any Note is outstanding, the Issuer shall maintain and implement administrative and operating procedures reasonably necessary in the performance of the Issuer’s obligations hereunder, and the Issuer shall at all times keep and maintain, or cause to be kept and maintained, separate books, records, accounts and other information customarily maintained for the performance of the Issuer’s obligations hereunder. Without limiting the foregoing, so long as any Note is outstanding, (i) the Issuer shall (A) pay its own liabilities only out of its own funds and (B) use separate stationery, invoices and checks, (ii) the Issuer shall not have any subsidiaries, and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (xiii) the Issuer shall not (A) except as contemplated by the Offering Circularhave any employees, any Transaction Document or the Issuer Limited Liability Company Agreement, (B) engage in any transaction with any affiliate shareholder that would constitute a conflict is not permitted under the terms of interest or the Collateral Management Agreement, (BC) make distributions pay dividends other than in accordance with the applicable terms of this Indenture and the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, under an assumed name (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) have at least one Independent Manageri.e. no DBAs).

Existence of the Issuer. (a) The Issuer shallshall take all reasonable steps to maintain its identity as a separate legal entity from that of its shareholders or members, to as applicable. The Issuer shall keep its registered office or principal place of business (as the maximum extent permitted by applicable lawcase may be) in the same city, maintain state and country indicated in the address specified in Section 14.3. The Issuer shall keep separate books and records and shall not commingle its funds with those of any other Person. The Issuer shall keep in full force and effect its existence rights and rights franchises as a limited liability company organized under the laws of the State of Delaware Delaware, shall comply with the provisions of its Organizational Documents and shall obtain and preserve its qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the NotesLoan Agreement, the Securities or any of the Assets; provided that that, subject to Delaware law, the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of and approved by a Majority of the Interests Preferred Shares in accordance with the Limited Liability Company Agreement, so long as (x) (i) the Issuer has received a legal opinion an Opinion of Counsel (upon which the Collateral Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Collateral Trustee by the Issuer, which notice shall be promptly forwarded by the Collateral Trustee to the Holders, the Collateral Manager and each the Rating Agency, Agency and (iii) on or prior to the 15th Business Day following receipt of such notice the Collateral Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such changechange or (y) such change is being made in connection with a supplemental indenture pursuant to Section 8.1(a)(xxvii). (b) The Issuer shall (i) shall ensure that all limited liability company or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, partners’, members’, managers’ and shareholders’ or other similar meetings) are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have conduct business in its own name, (iii) correct any employees known misunderstanding as to its separate existence, (other than its officers, iv) maintain separate financial statements (if any), (v) maintain an arm’s-length relationship with any Affiliates, (vi) maintain adequate capital in light of its contemplated business operations, (vii) not commingle its funds with those of any other entity and managers to the extent such officers or managers might be considered employees)(viii) pay its own liabilities out of its own funds. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (other than any subsidiaries necessitated by a change of jurisdiction pursuant to clause (a)), and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by have any employees (other than its directors, manager and officers) to the Offering Circularextent they are employees, any Transaction Document or the Issuer Limited Liability Company Agreement, (B) engage in any transaction with any affiliate shareholder, member or partner that would constitute a conflict of interest (provided that each Transaction Document shall not be deemed to be such a transaction that would constitute a conflict of interest) or (BC) pay dividends or make distributions to its owners other than in accordance with the applicable terms provisions of this Indenture and Indenture. This Section 7.4(b) shall not be binding to the extent inconsistent with the status of the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required as an entity disregarded from its sole owner for consolidated accounting purposes or U.S. federal income tax purposes, . (Ac) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) The Issuer will at all times have at least one Independent Managermanager under the Limited Liability Company Agreement.

Existence of the Issuer. (a) The So long as any Class A Loan or Note is Outstanding, the Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect its existence and rights as a limited liability company organized under the laws of the State of Delaware and shall obtain and preserve its qualification to do business as a company, in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, or any of the AssetsDelaware; provided that the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Interests so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the HoldersHolders of the Class A Loans or Notes, (ii) it delivers written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee Note Administrator for delivery to the Holders, Holders of the Collateral Manager Class A Loans and each the Notes and the Rating Agency, Agencies and (iii) on or prior to the 15th fifteenth (15th) Business Day following receipt such delivery of such notice by the Trustee Note Administrator to the Class A Lenders and the Noteholders, the Note Administrator shall not have received written notice from a Majority of the Controlling Class objecting to such change. So long as any Class A Loans or Investment Grade Notes are Outstanding, the Issuer will maintain at all times at least one manager who is Independent of the Collateral Manager and its Affiliates. (b) The So long as any Class A Loan or Note is Outstanding, the Issuer (i) shall ensure that all limited liability company or other formalities regarding its existence are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenturefollowed (including correcting any known misunderstanding regarding its separate existence). So long as any Class A Loan or Note is Outstanding, the Notes, or any of the Assets, and (ii) shall not have any employees (other than its officers, if any, and managers to the extent such officers or managers might be considered employees). The Issuer shall not take any action, action or conduct its affairs in a manner, manner that is likely to result in its separate existence being ignored or in its assets Collateral and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. So long as any Class A Loan or Note is Outstanding, the Issuer shall maintain and implement administrative and operating procedures reasonably necessary in the performance of the Issuer’s obligations hereunder, and the Issuer shall at all times keep and maintain, or cause to be kept and maintained, separate books, records, accounts and other information customarily maintained for the performance of the Issuer’s obligations hereunder. Without limiting the foregoing, (i) the Issuer shall not have so long as any subsidiariesClass A Loan or Note is Outstanding, and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by the Offering Circular, have any Transaction Document or the Issuer Limited Liability Company Agreement, engage in any transaction with any affiliate that would constitute a conflict of interest or subsidiaries (B) make distributions other than in accordance with the applicable terms of this Indenture and the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required for consolidated accounting purposes or tax purposes, (A) maintain books and records separate from any other Persona Permitted Subsidiary), (B) maintain its accounts separate from those guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person, (C) except join in any transaction with respect to any member that is not permitted under the Concentration Accountterms of the Servicing Agreement or this Indenture, not (D) pay dividends other than in accordance with the terms of this Indenture, (E) commingle its assets funds or Collateral with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, or (F) pay its own liabilities out enter into any contract or agreement with any of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices except upon terms and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity conditions that are commercially reasonable and (K) have at least one Independent Managersubstantially similar to those available in arm’s-length transactions with an unrelated party.

Existence of the Issuer. (a) The Issuer shallshall take all reasonable steps to maintain its identity as a separate legal entity from that of its shareholders or members, to as applicable. The Issuer shall keep its registered office or principal place of business (as the maximum extent permitted by applicable lawcase may be) in the same city, maintain state and country indicated in the address specified in Section 14.3. The Issuer shall keep separate books and records and shall not commingle its funds with those of any other Person. The Issuer shall keep in full force and effect its existence rights and rights franchises as a limited liability company organized under the laws of the State state of Delaware Delaware, shall comply with the provisions of its Organizational Documents and shall obtain and preserve its qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, Securities or any of the Assets; provided that that, subject to Delaware law, the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of and approved by a Majority of the Interests Preferred Shares in accordance with the Limited Liability Company Agreement, so long as (x) (i) the Issuer has received a legal opinion an Opinion of Counsel (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and each the Rating Agency, Agency and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such changechange or (y) such change is being made in connection with a supplemental indenture pursuant to Section 8.1(a)(xxvii). (b) The Issuer shall (i) shall ensure that all limited liability company or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, partners’, members’, managers’ and shareholders’ or other similar meetings) are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have conduct business in its own name, (iii) correct any employees known misunderstanding as to its separate existence, (other than its officers, iv) maintain separate financial statements (if any), (v) maintain an arm’s‑length relationship with any Affiliates, (vi) maintain adequate capital in light of its contemplated business operations, (vii) not commingle its funds with those of any other entity and managers to the extent such officers or managers might be considered employees)(viii) pay its own liabilities out of its own funds. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (other than any subsidiaries necessitated by a change of jurisdiction pursuant to clause (a)), and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by have any employees (other than its directors, manager and officers) to the Offering Circularextent they are employees, any Transaction Document or the Issuer Limited Liability Company Agreement, (B) engage in any transaction with any affiliate shareholder, member or partner that would constitute a conflict of interest (provided that each -143- Transaction Document shall not be deemed to be such a transaction that would constitute a conflict of interest) or (BC) pay dividends or make distributions to its owners other than in accordance with the applicable terms provisions of this Indenture and Indenture. This Section 7.4(b) shall not be binding to the extent inconsistent with the status of the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required as an entity disregarded from its sole owner for consolidated accounting purposes or U.S. federal income tax purposes, . (Ac) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) The Issuer will at all times have at least one Independent Managermanager under the Limited Liability Company Agreement.

Existence of the Issuer. (a) The Issuer shallshall take all reasonable steps to maintain its identity as a separate legal entity from that of its shareholders or members, to as applicable. The Issuer shall keep its registered office or principal place of business (as the maximum extent permitted by applicable lawcase may be) in the same city, maintain state and country indicated in the address specified in Section 14.3. The Issuer shall keep separate books and records and shall not commingle its funds with those of any other Person. The Issuer shall keep in full force and effect its existence rights and rights franchises as a limited liability company organized under the laws of the State of Delaware Delaware, shall comply with the provisions of its Organizational Documents and shall obtain and preserve its qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the NotesClass A-1L Credit Agreement, the Debt or any of the Assets; provided that that, subject to Delaware law, the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of and approved by a Majority of the Interests Preferred Shares in accordance with the Limited Liability Company Agreement, so long as (x) (i) the Issuer has received a legal opinion an Opinion of Counsel (upon which the Collateral Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Collateral Trustee by the Issuer, which notice shall be promptly forwarded by the Collateral Trustee to the Holders, the Collateral Manager and each the Rating Agency, Agency and (iii) on or prior to the 15th Business Day following receipt of such notice the Collateral Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such changechange or (y) such change is being made in connection with a supplemental indenture pursuant to Section 8.1(a)(xxviii). (b) The Issuer shall (i) shall ensure that all limited liability company or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, partners’, members’, managers’ and shareholders’ or other similar meetings) are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have conduct business in its own name, (iii) correct any employees known misunderstanding as to its separate existence, (other than its officers, iv) maintain separate financial statements (if any), (v) maintain an arm’s-length relationship with any Affiliates, (vi) maintain adequate capital in light of its contemplated business operations, (vii) not commingle its funds with those of any other entity and managers to the extent such officers or managers might be considered employees)(viii) pay its own liabilities out of its own funds. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (other than any subsidiaries necessitated by a change of jurisdiction pursuant to clause (a)), and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by have any employees (other than its directors, manager and officers) to the Offering Circularextent they are employees, any Transaction Document or the Issuer Limited Liability Company Agreement, (B) engage in any transaction with any affiliate shareholder, member or partner that would constitute a conflict of interest (provided that each Transaction Document shall not be deemed to be such a transaction that would constitute a conflict of interest) or (BC) pay dividends or make distributions to its owners other than in accordance with the applicable terms provisions of this Indenture and Indenture. This Section 7.4(b) shall not be binding to the extent inconsistent with the status of the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required as an entity disregarded from its sole owner for consolidated accounting purposes or U.S. federal income tax purposes, . (Ac) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) The Issuer will at all times have at least one Independent Managermanager under the Limited Liability Company Agreement.

Existence of the Issuer. (a) The Issuer shallshall take all reasonable steps to maintain its identity as a separate legal entity from that of its shareholders or members, to as applicable. The Issuer shall keep its registered office or principal place of business (as the maximum extent permitted by applicable lawcase may be) in the same city, maintain state and country indicated in the address specified in Section 14.3. The Issuer shall keep separate books and records and shall not commingle its funds with those of any other Person. The Issuer shall keep in full force and effect its existence rights and rights franchises as a limited liability company organized under the laws of the State of Delaware Delaware, shall comply with the provisions of its Organizational Documents and shall obtain and preserve its qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the NotesClass A-1L-1 Loan Agreement, the Class A-1L-2 Loan Agreement, the Securities or any of the Assets; provided that that, subject to Delaware law, the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of and approved by a Majority of the Interests Preferred Shares in accordance with the Limited Liability Company Agreement, so long as (x) (i) the Issuer has received a legal opinion an Opinion of Counsel (upon which the Collateral Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Collateral Trustee by the Issuer, which notice shall be promptly forwarded by the Collateral Trustee to the Holders, the Collateral Manager and each the Rating Agency, Agency and (iii) on or prior to the 15th Business Day following receipt of such notice the Collateral Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such changechange or (y) such change is being made in connection with a supplemental indenture pursuant to Section 8.1(a)(xxix). (b) The Issuer shall (i) shall ensure that all limited liability company or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, partners’, members’, managers’ and shareholders’ or other similar meetings) are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have conduct business in its own name, (iii) correct any employees known misunderstanding as to its separate existence, (other than its officers, iv) maintain separate financial statements (if any), (v) maintain an arm’s-length relationship with any Affiliates, (vi) maintain adequate capital in light of its contemplated business operations, (vii) not commingle its funds with those of any other entity and managers to the extent such officers or managers might be considered employees)(viii) pay its own liabilities out of its own funds. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (other than any subsidiaries necessitated by a change of jurisdiction pursuant to clause (a)), and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by have any employees (other than its directors, manager and officers) to the Offering Circularextent they are employees, any Transaction Document or the Issuer Limited Liability Company Agreement, (B) engage in any transaction with any affiliate shareholder, member or partner that would constitute a conflict of interest (provided that each Transaction Document shall not be deemed to be such a transaction that would constitute a conflict of interest) or (BC) pay dividends or make distributions to its owners other than in accordance with the applicable terms provisions of this Indenture and Indenture. This Section 7.4(b) shall not be binding to the extent inconsistent with the status of the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required as an entity disregarded from its sole owner for consolidated accounting purposes or U.S. federal income tax purposes, . (Ac) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) The Issuer will at all times have at least one Independent Managermanager under the Limited Liability Company Agreement.

Existence of the Issuer. (a) The Issuer shallshall take all reasonable steps to maintain its identity as a separate legal entity from that of its members. The Issuer shall keep its registered office or principal place of business (as the case may be) in the same city, to state and country indicated in the maximum extent permitted by applicable law, maintain address specified in Section 14.3. The Issuer shall keep separate books and records and shall not commingle its funds with those of any other Person. The Issuer shall keep in full force and effect its existence rights and rights franchises as a limited liability company organized under the laws of the State of Delaware Delaware, shall comply with the provisions of its Organizational Documents and shall obtain and preserve its qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the NotesClass A-L Credit Agreement, the Securities or any of the Assets; provided that that, subject to Delaware law, the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of and approved by a Majority of the Interests Preferred Shares in accordance with the Limited Liability Company Agreement, so long as (x) (i) the Issuer has received a legal opinion an Opinion of Counsel (upon which the Collateral Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect any Class unless a Majority of such Class has consented to the Holderssuch change, (ii) written notice of such change shall have been given to the Collateral Trustee by the Issuer, which notice shall be promptly forwarded by the Collateral Trustee to the Holders, the Collateral Manager and each the Rating Agency, Agency and (iii) on or prior to the 15th Business Day following receipt of such notice the Collateral Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. change or (by) such change is being made in connection with a supplemental indenture pursuant to Section 8.1(a)(xxviii). The Issuer shall (i) shall ensure that all limited liability company or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, partners’, members’, managers’ and shareholders’ or other similar meetings) are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have conduct business in its own name, (iii) correct any employees known misunderstanding as to its separate existence, (other than its officers, iv) maintain separate financial statements (if any), (v) maintain an arm’s-length relationship with any Affiliates, (vi) maintain adequate capital in light of its contemplated business operations, (vii) not commingle its funds with those of any other entity and managers to the extent such officers or managers might be considered employees)(viii) pay its own liabilities out of its own funds. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (other than any subsidiaries necessitated by a change of jurisdiction pursuant to clause (a) above, subject to satisfaction of the S&P Rating Condition in the case of such clause (a) above) and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by have any employees (other than its directors, manager and officers) to the Offering Circularextent they are employees, any Transaction Document or the Issuer Limited Liability Company Agreement, (B) engage in any transaction with any affiliate shareholder, member or partner that would constitute a conflict of interest (provided that each Transaction Document shall not be deemed to be such a transaction that would constitute a conflict of interest) or (BC) pay dividends or make distributions to its owners other than in accordance with the applicable terms provisions of this Indenture and Indenture. This Section 7.4(a) shall not be binding to the extent inconsistent with the status of the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required as an entity disregarded from its sole owner for consolidated accounting purposes or U.S. federal income tax purposes, . (Ab) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) The Issuer will at all times have at least one Independent Managermanager under the Limited Liability Company Agreement.

Existence of the Issuer. (a) The Issuer shallshall take all reasonable steps to maintain its identity as a separate legal entity from that of its shareholders or members, to as applicable. The Issuer shall keep its registered office or principal place of business (as the maximum extent permitted by applicable lawcase may be) in the same city, maintain state and country indicated in the address specified in Section 14.3. The Issuer shall keep separate books and records and shall not commingle its funds with those of any other Person. The Issuer shall keep in full force and effect its existence rights and rights franchises as a limited liability company organized under the laws of the State of Delaware Delaware, shall comply with the provisions of its Organizational Documents and shall obtain and preserve its qualification to do business as a company, foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the NotesLoan Agreement, the Securities or any of the Assets; provided that that, subject to Delaware law, the Issuer shall be entitled to change its jurisdiction of organization formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of and approved by a Majority of the Interests Preferred Shares in accordance with the Limited Liability Company Agreement, so long as (x) (i) the Issuer has received a legal opinion an Opinion of Counsel (upon which the Collateral Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Collateral Trustee by the Issuer, which notice shall be promptly forwarded by the Collateral Trustee to the Holders, the Collateral Manager and each the Rating Agency, Agency and (iii) on or prior to the 15th Business Day following receipt of such notice the Collateral Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such changechange or (y) such change is being made in connection with a supplemental indenture pursuant to Section 8.1(a)(xxviii). (b) The Issuer shall (i) shall ensure that all limited liability company or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, partners’, members’, managers’ and shareholders’ or other similar meetings) are followed, except where the failure to do so could not reasonably be expected to have a material adverse effect on the validity and enforceability of this Indenture, the Notes, or any of the Assets, and (ii) shall not have conduct business in its own name, (iii) correct any employees known misunderstanding as to its separate existence, (other than its officers, iv) maintain separate financial statements (if any), (v) maintain an arm’s-length relationship with any Affiliates, (vi) maintain adequate capital in light of its contemplated business operations, (vii) not commingle its funds with those of any other entity and managers to the extent such officers or managers might be considered employees)(viii) pay its own liabilities out of its own funds. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiariessubsidiaries (other than any subsidiaries necessitated by a change of jurisdiction pursuant to clause (a)), and (ii) except to the extent contemplated in the Issuer Limited Liability Company Agreement (x) the Issuer shall not (A) except as contemplated by have any employees (other than its directors, manager and officers) to the Offering Circularextent they are employees, any Transaction Document or the Issuer Limited Liability Company Agreement, (B) engage in any transaction with any affiliate shareholder, member or partner that would constitute a conflict of interest (provided that each Transaction Document shall not be deemed to be such a transaction that would constitute a conflict of interest) or (BC) pay dividends or make distributions to its owners other than in accordance with the applicable terms provisions of this Indenture and Indenture. This Section 7.4(b) shall not be binding to the extent inconsistent with the status of the Issuer Limited Liability Company Agreement, and (y) the Issuer shall, except when otherwise required as an entity disregarded from its sole owner for consolidated accounting purposes or U.S. federal income tax purposes, . (Ac) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) except with respect to the Concentration Account, not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements, (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person, (J) correct any known misunderstanding regarding its separate identity and (K) The Issuer will at all times have at least one Independent Managermanager under the Limited Liability Company Agreement.