Common use of Non-Consolidation Clause in Contracts

Non-Consolidation. (i) The Borrower shall not have employees. The Borrower may enter into service agreements with an Affiliate, such that the employees of such entity act on behalf of the Borrower; provided, however, that such employees shall at all times hold themselves out to third parties as representatives of the Borrower while performing duties under such service agreements. (ii) Any Affiliates shall act as agents of the Borrower solely through express agencies; provided, however, that such Affiliate fully discloses to any third party the agency relationship with the Borrower; provided, further, that such Affiliate receives fair compensation or compensation consistent with regulatory requirements, as appropriate, from the Borrower for the services provided. The Borrower shall not act as an agent for any Affiliate. (iii) The Borrower shall not nor shall it allow any Person to acquire any, merge into or consolidate with any Person or entity or, to the fullest extent permitted by law, dissolve, terminate or liquidate in whole or in part, transfer, lease or otherwise dispose of any of its assets other than in accordance with the Transaction Documents, or change its legal structure, fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its incorporation or to the fullest extent permitted by law, seek dissolution or winding up in whole, or in part. (iv) The Borrower shall allocate all overhead expenses (other than expenses allocable to the Borrower’s use of office space made available by an Affiliate) for items shared between the Borrower and such Affiliate, on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use. (v) The Borrower shall ensure that all actions of the Borrower are duly authorized by its authorized officers, as appropriate. (vi) The Borrower shall maintain its bank accounts, books and records separately from those of its Affiliates, and use the name “Golden Gate III Vermont Captive Insurance Company” in all correspondence, and use separate invoices and checks. (vii) The Borrower shall maintain its own records, books, resolutions and agreements, and such books and records shall be adequate and sufficient to identify all of its assets. (viii) The Borrower shall prepare financial statements for itself that are separate from the financial statements and accounting records of its Affiliates; provided, that the Borrower may permit such financial statements to be part of the consolidated financial statements of another entity which acknowledges that the Borrower is a separate entity. (ix) The Borrower shall not commingle funds or other assets of the Borrower with those of its Affiliates or any other Person and shall not maintain bank accounts or other depository accounts to which any of its Affiliates are an account party, into which any of its Affiliates makes deposits or from which any of its Affiliates have the authority to make withdrawals, except that any Affiliate of the Borrower may deposit funds and assets owed to the Borrower pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement into, and any Affiliate of the Borrower may withdraw funds and assets owed to such Affiliate pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement from, the Administrative Account. (x) The Borrower shall hold its assets in its own name. (xi) The Borrower shall maintain its assets in such a manner that it is not, or will not be, costly or difficult to segregate, identify or ascertain its assets from those of any other Person. (xii) The Borrower shall not permit any of its Affiliates to pay any of the Borrower’s operating expenses, unless such operating expenses are paid by such Affiliate pursuant to a Transaction Document or an agreement between such Affiliate and the Borrower providing for the allocation of such expenses. (xiii) The Borrower shall at all times act solely in its own name and through its duly authorized officers or agents in order for the Borrower to maintain an arm’s-length relationship its Affiliates. The Borrower shall not enter into any contract with an Affiliate except on terms that are fair and equitable. (xiv) The Borrower shall conduct its business solely in its own name so as to not mislead third parties as to the identity of the Borrower with which such third parties are conducting business, and shall use all reasonable efforts to avoid the appearance that it is conducting business on behalf any Affiliate or that the assets of the Borrower are directly available to pay the creditors of any Affiliate. (xv) The Borrower shall not consent to any of its Affiliates granting consensual material Liens on the Borrower’s property or assets. The Borrower shall maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets. (xvi) Subject to the Transaction Expense Support Agreement and the PLC Guarantee, the Borrower shall pay its own liabilities and expenses out of its own funds drawn on its own bank account. (xvii) The Borrower shall not assume, guarantee, become obligated for, pay, hold itself out to be responsible for or pledge its assets in support of, the Indebtedness or obligations of any Affiliate or controlling persons or any other Person and, except as permitted or required pursuant to the Transaction Documents and the transactions contemplated therein, shall not create, incur, assume, guarantee, acquire, or, contingently or otherwise, enter into or become responsible for payment of any Indebtedness or guarantees or consent to any of its Affiliates assuming, granting, becoming obligated for, paying or holding itself out to be responsible for the Indebtedness or obligations of the Borrower. (xviii) The Borrower shall not acquire obligations or securities of any Affiliates. The Borrower shall not hold out its credit to any person as available to satisfy the obligation of any other Person or entity. The Borrower shall not pledge its assets for the benefit of any other entity or make any loans or advances to any Person or entity except as provided in the Transaction Documents. (xix) The Borrower shall observe strictly all organizational and procedural formalities required by this Agreement, its articles of incorporation and its by-laws, and by applicable law. (xx) The Borrower shall not hold itself out as or be considered as a department or division of (A) any shareholder, partner, principal, member or Affiliate of the Borrower, (B) any Affiliate of a shareholder, partner, principal, member or Affiliate of the Borrower or (C) any other Person or allow any Person to identify the Borrower as a department or division of that Person. (xxi) The Borrower shall not conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower or the creditors of any other Person. (xxii) As of the date hereof, the Borrower shall have adequate capital. (xxiii) The Borrower shall have at least one Independent Director who is not on the board of directors of its sole shareholder of common stock and shall cause its board of directors to observe all other corporate formalities. (xxiv) The Borrower shall use all reasonable efforts to cause its agents, service providers and other representatives to act at all times without contravention of the foregoing covenants.

Non-Consolidation. (i) The Borrower shall not have employees. The Borrower may enter into service agreements with an Affiliate, such that the employees of such entity act on behalf of the Borrower; provided, however, that such employees shall at all times hold themselves out to third parties as representatives of the Borrower while performing duties under such service agreements. (ii) Any Affiliates shall act as agents of the Borrower solely through express agencies; provided, however, that such Affiliate fully discloses to any third party the agency relationship with the Borrower; provided, further, that such Affiliate receives fair compensation or compensation consistent with regulatory requirements, as appropriate, from the Borrower for the services provided. The Borrower shall not act as an agent for any Affiliate. (iii) The Borrower shall not nor shall it allow any Person to acquire any, merge into or consolidate with any Person or entity or, to the fullest extent permitted by law, dissolve, terminate or liquidate in whole or in part, transfer, lease or otherwise dispose of any of its assets other than in accordance with the Transaction Documents, or change its legal structure, fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its incorporation or to the fullest extent permitted by law, seek dissolution or winding up in whole, or in part. (iv) The Borrower shall allocate all overhead expenses (other than expenses allocable to the Borrower’s use of office space made available by an Affiliate) for items shared between the Borrower and such Affiliate, on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use. (v) The Borrower shall ensure that all actions of the Borrower are duly authorized by its authorized officers, as appropriate. (vi) The Borrower shall maintain its bank accounts, books and records separately from those of its Affiliates, and use the name “Golden Gate III IV Vermont Captive Insurance Company” in all correspondence, and use separate invoices and checks. (vii) The Borrower shall maintain its own records, books, resolutions and agreements, and such books and records shall be adequate and sufficient to identify all of its assets. (viii) The Borrower shall prepare financial statements for itself that are separate from the financial statements and accounting records of its Affiliates; provided, that the Borrower may permit such financial statements to be part of the consolidated financial statements of another entity which acknowledges that the Borrower is a separate entity. (ix) The Borrower shall not commingle funds or other assets of the Borrower with those of its Affiliates or any other Person and shall not maintain bank accounts or other depository accounts to which any of its Affiliates are an account party, into which any of its Affiliates makes deposits or from which any of its Affiliates have the authority to make withdrawals, except that any Affiliate of the Borrower may deposit funds and assets owed to the Borrower pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Services Agreement into, and any Affiliate of the Borrower may withdraw funds and assets owed to such Affiliate pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Services Agreement from, the Administrative Account. (x) The Borrower shall hold its assets in its own name. (xi) The Borrower shall maintain its assets in such a manner that it is not, or will not be, costly or difficult to segregate, identify or ascertain its assets from those of any other Person. (xii) The Borrower shall not permit any of its Affiliates to pay any of the Borrower’s operating expenses, unless such operating expenses are paid by such Affiliate pursuant to a Transaction Document or an agreement between such Affiliate and the Borrower providing for the allocation of such expenses. (xiii) The Borrower shall at all times act solely in its own name and through its duly authorized officers or agents in order for the Borrower to maintain an arm’s-length relationship its Affiliates. The Borrower shall not enter into any contract with an Affiliate except on terms that are fair and equitable. (xiv) The Borrower shall conduct its business solely in its own name so as to not mislead third parties as to the identity of the Borrower with which such third parties are conducting business, and shall use all reasonable efforts to avoid the appearance that it is conducting business on behalf any Affiliate or that the assets of the Borrower are directly available to pay the creditors of any Affiliate. (xv) The Borrower shall not consent to any of its Affiliates granting consensual material Liens on the Borrower’s property or assets. The Borrower shall maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets. (xvi) Subject to the Transaction Expense Support Agreement and the PLC GuaranteeGuaranty, the Borrower shall pay its own liabilities and expenses out of its own funds drawn on its own bank account. (xvii) The Borrower shall not assume, guarantee, become obligated for, pay, hold itself out to be responsible for or pledge its assets in support of, the Indebtedness or obligations of any Affiliate or controlling persons or any other Person and, except as permitted or required pursuant to the Transaction Documents and the transactions contemplated therein, shall not create, incur, assume, guarantee, acquire, or, contingently or otherwise, enter into or become responsible for payment of any Indebtedness or guarantees or consent to any of its Affiliates assuming, granting, becoming obligated for, paying or holding itself out to be responsible for the Indebtedness or obligations of the Borrower. (xviii) The Borrower shall not acquire obligations or securities of any Affiliates. The Borrower shall not hold out its credit to any person as available to satisfy the obligation of any other Person or entity. The Borrower shall not pledge its assets for the benefit of any other entity or make any loans or advances to any Person or entity except as provided in the Transaction Documents. (xix) The Borrower shall observe strictly all organizational and procedural formalities required by this Agreement, its articles of incorporation and its by-laws, and by applicable law. (xx) The Borrower shall not hold itself out as or be considered as a department or division of (A) any shareholder, partner, principal, member or Affiliate of the Borrower, (B) any Affiliate of a shareholder, partner, principal, member or Affiliate of the Borrower or (C) any other Person or allow any Person to identify the Borrower as a department or division of that Person. (xxi) The Borrower shall not conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower or the creditors of any other Person. (xxii) As of the date hereof, the Borrower shall have adequate capital. (xxiii) The Borrower shall have at least one Independent Director who is not on the board of directors of its sole shareholder of common stock and shall cause its board of directors to observe all other corporate formalities. (xxiv) The Borrower shall use all reasonable efforts to cause its agents, service providers and other representatives to act at all times without contravention of the foregoing covenants.

Non-Consolidation. (ia) The Borrower shall not have employees. The Borrower Holding Company may enter into service agreements with an Affiliateits Affiliates, such that the employees of such entity Affiliates act on behalf of the BorrowerHolding Company; provided, however, that such employees shall at all times hold themselves out to third parties as representatives of the Borrower Holding Company while performing duties under such service agreements. (iib) Any Affiliates shall act as agents Affiliate of the Borrower Holding Company that acts as an agent of the Holding Company shall so act solely through express agencies; provided, however, that each such Affiliate Person fully discloses to any third party the agency relationship with the BorrowerHolding Company; and provided, further, that such Affiliate receives parties receive fair compensation or compensation consistent with regulatory requirements, as appropriate, from the Borrower Holding Company for the services provided. . (c) The Borrower Holding Company shall not act as an agent for any Affiliateof its Affiliates. (iiid) The Borrower Holding Company shall not nor shall it allow any Person to acquire any, merge into or consolidate with any Person or entity or, to the fullest extent permitted by law, dissolve, terminate or liquidate in whole or in part, transfer, lease transfer or otherwise dispose of any of its assets other than in accordance with the Transaction Documents, or change its legal structure, fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its incorporation or to the fullest extent permitted by law, seek dissolution or winding up in whole, or in part; provided, however, that the Holding Company may merge into or consolidate with any Person with the prior written consent of the Required Noteholders. (ive) The Borrower shall allocate all overhead expenses (other than expenses allocable to the Borrower’s use of office space made available by an Affiliate) for items shared between the Borrower and such Affiliate, on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use. (v) The Borrower shall ensure that all actions of the Borrower are duly authorized by its authorized officers, as appropriate. (vi) The Borrower Holding Company shall maintain its bank accounts, books and records separately separate from those of its AffiliatesAffiliates and any other Person, and use the name “Golden Gate III Vermont Captive Insurance CompanyPFASC HOLDINGS, LLC” in all correspondence, and use separate stationery, invoices and checks, except as otherwise required by applicable law. (viif) The Borrower shall Holding Company shall, in accordance with its organizational documents, maintain its own records, books, resolutions and agreements, and such books and records shall be adequate and sufficient to identify all of its assets. (viiig) The Borrower Holding Company shall prepare financial statements and accounting records for itself that are separate from the financial statements and accounting records of its Affiliates that clearly identify the Holding Company’s individual assets and liabilities and segregate them from those of its Affiliates; provided, that the Borrower Holding Company also may permit such financial statements to be part of the consolidated financial statements of another entity which acknowledges that the Borrower Holding Company is a separate entity. (ixh) The Borrower Holding Company shall not commingle funds or other assets of the Borrower Holding Company with those of its Affiliates or any other Person and Person, shall not maintain bank accounts or other depository accounts to which any of its Affiliates are is an account party, into which any of its Affiliates makes deposits or from which any of its Affiliates have has the authority power to make withdrawals, except that any Affiliate of the Borrower may deposit funds and assets owed to the Borrower pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement into, and any Affiliate of the Borrower may withdraw funds and assets owed to such Affiliate pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement from, the Administrative Account. (xi) The Borrower Holding Company shall hold its assets in its own name. (xij) The Borrower Holding Company shall not permit any of its Affiliates to pay any of the Holding Company’s operating expenses unless such operating expenses are paid by such Affiliate pursuant to an agreement between such Affiliate and the Holding Company providing for the allocation of such expenses and such expenses are reimbursed by the Holding Company out of its own funds. The Holding Company shall not allow any Person to pay its debts, liabilities and expenses except as permitted by the immediately preceding sentence or fail to pay its debts, liabilities and expenses from its own assets (including, as applicable, shared personnel and overhead expenses). (k) The Holding Company shall allocate fairly and reasonably any overhead expenses that it shares with any Affiliates or any other Person, including, but not limited to, paying for shared offices space and services performed by any employee of its Affiliates. (l) The Holding Company shall at all times hold itself out to the public as a legal entity separate and distinct from any other Person and shall act solely in its own name and through its duly authorized officers or agents and identify itself as a separate and distinct Person under its own name in order not to (i) mislead others as to the Person with which such other party is transacting business, or (ii) suggest that the Holding Company is responsible for the debts of any third party (including any Affiliate of the Holding Company, or any shareholder, partner, member, principal or Affiliate thereof). The Holding Company shall correct any known misunderstandings regarding its separate identity from its Affiliates. (m) Following the date hereof, the Holding Company shall not enter into any contract, agreement or arrangement with any of its Affiliates except in the ordinary course of its business and on terms and conditions at least as favorable to the Holding Company as would be obtainable by the Holding Company at the relevant time in a comparable arm’s-length transaction or series of transactions with a Person other than an Affiliate thereof, as determined by the Holding Company. (n) The Holding Company shall not consent to any of its Affiliates granting consensual Liens on the Holding Company’s property. (o) The Holding Company shall maintain its assets in such a manner that it is not, or will not be, be unreasonably costly or difficult to segregate, identify or ascertain its assets from those of any other Person. (xiip) The Borrower shall not permit any of its Affiliates to pay any of the Borrower’s operating expenses, unless such operating expenses are paid by such Affiliate pursuant to a Transaction Document or an agreement between such Affiliate and the Borrower providing for the allocation of such expenses. (xiii) The Borrower shall at all times act solely in its own name and through its duly authorized officers or agents in order for the Borrower to maintain an arm’s-length relationship its Affiliates. The Borrower shall not enter into any contract with an Affiliate except on terms that are fair and equitable. (xiv) The Borrower shall conduct its business solely in its own name so as to not mislead third parties as to the identity of the Borrower with which such third parties are conducting business, and shall use all reasonable efforts to avoid the appearance that it is conducting business on behalf any Affiliate or that the assets of the Borrower are directly available to pay the creditors of any Affiliate. (xv) The Borrower shall not consent to any of its Affiliates granting consensual material Liens on the Borrower’s property or assets. The Borrower shall maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets. (xvi) Subject to the Transaction Expense Support Agreement and the PLC Guarantee, the Borrower shall pay its own liabilities and expenses out of its own funds drawn on its own bank account. (xvii) The Borrower Holding Company shall not assume, guarantee, become obligated for, pay, or hold itself out to be responsible for or pledge its assets in support offor, the Indebtedness Debt or obligations of any Affiliate (other than as contemplated by the Transaction Documents) or controlling persons or any other Person and, except as permitted or required pursuant to the Transaction Documents and the transactions contemplated therein, shall not create, incur, assume, guarantee, acquire, or, contingently or otherwise, enter into or become responsible for payment of any Indebtedness or guarantees or consent to any of its Affiliates assuming, granting, becoming obligated for, paying or holding itself out to be responsible for the Indebtedness Debt or obligations obligation of the BorrowerHolding Company. (xviiiq) The Borrower Holding Company shall not acquire obligations or securities of any Affiliates. The Borrower shall not hold out its credit to any person as available to satisfy the obligation of any other Person or entity. The Borrower shall not pledge its assets for the benefit of any other entity or make any loans or advances to any Person or entity except as provided in the Transaction Documentsits Affiliates. (xixr) The Borrower shall observe strictly all organizational and procedural formalities required by this Agreement, its articles of incorporation and its by-laws, and by applicable law. (xx) The Borrower Holding Company shall not hold itself out as or be considered as a department or division of (Ai) any shareholder, partner, principal, member or Affiliate of the BorrowerHolding Company, (Bii) any Affiliate of a shareholder, partner, principal, member or Affiliate of the Borrower Holding Company, or (Ciii) any other Person or allow any Person to identify the Borrower Holding Company as a department or division of that Person. (xxis) The Borrower Holding Company shall not conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower Holding Company or the creditors of any other Person. (xxiit) As The Holding Company shall not pledge its assets for the benefit of any other Person or make any loans or advances to any Person or acquire any obligations or securities of any Affiliates except as permitted or required pursuant to the date hereof, the Borrower shall have adequate capitalTransaction Documents. (xxiiiu) The Borrower Holding Company shall observe all organizational and procedural formalities required by this Agreement, its articles of organization, its by-laws and any other governing documents, and by applicable law, as the case may be, including, but not limited to, in paying dividends or transferring any of its assets to any of its Affiliates. The Holding Company complies and will comply with all the terms and provisions contained in its articles of organization and its by-laws. (v) The Holding Company shall ensure that all actions relating to (i) the dissolution or liquidation of the Holding Company or (ii) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving the Holding Company, are duly authorized by unanimous vote of its directors (including the Independent Manager). (w) The Holding Company shall have a board of managers separate from that of any other Person (provided that the foregoing shall not prohibit any individual from sitting on the board of managers of the Holding Company and the board of directors of any other Person simultaneously) and shall cause its board of managers to observe all other corporate formalities. For the avoidance of doubt, the Person serving as the Independent Director of the Issuer may also serve as the Independent Manager of the Holding Company. (x) The Holding Company shall have at least one Independent Director who Manager, except only during any period in which no Independent Manager serves in such capacity (other than as a result of action by the Holding Company and its Affiliates in violation of this Agreement or the governing documents of the Holding Company) and until a successor Independent Manager is not on identified and appointed by the board Holding Company in compliance with Section 7.16 of directors this Agreement. For the avoidance of doubt, nothing in this Section 7.13 or elsewhere in the Loan Documents shall prohibit the execution, delivery and performance of any tax-sharing agreement entered into between or among any of the Holding Company and any of its sole shareholder of common stock and shall cause its board of directors to observe all other corporate formalitiesAffiliates. (xxiv) The Borrower shall use all reasonable efforts to cause its agents, service providers and other representatives to act at all times without contravention of the foregoing covenants.

Non-Consolidation. (i) The Borrower Parent shall not have employees. The Borrower Parent may enter into service agreements with an Affiliateits Affiliates, such that the employees of such entity Affiliates act on behalf of the BorrowerParent; provided, however, that such employees shall at all times hold themselves out to third parties as representatives of the Borrower Parent while performing duties under such service agreements. (ii) Any Affiliates shall act as agents Affiliate of the Borrower Parent that acts as an agent of the Parent shall so act solely through express agencies; provided, however, that each such Affiliate agent fully discloses to any third party the agency relationship with the BorrowerParent; and provided, further, that such Affiliate receives parties receive fair compensation or compensation consistent with regulatory requirements, as appropriate, from the Borrower Parent for the services provided. . (iii) The Borrower Parent shall not act as an agent for any Affiliateof its Affiliates. (iiiiv) The Borrower Parent shall not nor shall it allow any Person to acquire anyacquire, merge into or consolidate with any Person or entity or, to the fullest extent permitted by lawLaw, dissolve, terminate or liquidate in whole or in part, transfer, lease transfer or otherwise dispose of any of its assets other than in accordance with the Transaction Documents, or change its legal structure, fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws Laws of the jurisdiction State of its incorporation Delaware or to the fullest extent permitted by lawLaw, seek dissolution or winding up up, in whole, whole or in part. (iv) The Borrower shall allocate all overhead expenses (other than expenses allocable to the Borrower’s use of office space made available by an Affiliate) for items shared between the Borrower and such Affiliate, on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use. (v) The Borrower Parent shall ensure that all actions of the Borrower Parent are duly authorized by its authorized officerspersonnel, as appropriateappropriate and in accordance with its Constituent Documents. (vi) The Borrower Parent shall maintain use its bank accounts, books and records separately from those of its Affiliates, and use the name “Golden Gate III Vermont Captive Insurance CompanyLincoln Financial Holdings, LLC II” in all correspondence, and use separate stationery, invoices and checks, except as otherwise provided in the Transaction Documents or required by applicable Law. An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. (vii) The Borrower Parent shall maintain its own books, records, books, resolutions and agreements, and such books and records records, shall be adequate and sufficient to identify all of its assets. (viii) The Borrower Parent shall prepare financial statements and accounting records for itself that are separate from the financial statements and accounting records of its Affiliates that clearly identify the Parent's individual assets and liabilities and segregate them from those of its Affiliates; provided, that the Borrower Parent also may permit such financial statements to be part of the consolidated financial statements of another entity which acknowledges that entity. All such financial statements shall present fairly, in all material respects, the Borrower is a separate entityfinancial position of the Parent. (ix) The Borrower Parent shall not commingle funds or other assets of the Borrower Parent with those of its Affiliates or any other Person and Person, shall not maintain bank accounts or other depository accounts to which any of its Affiliates are is an account party, into which any of its Affiliates makes deposits or from which any of its Affiliates have has the authority power to make withdrawals, all except that any Affiliate of as provided in the Borrower may deposit funds and assets owed to the Borrower pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement into, and any Affiliate of the Borrower may withdraw funds and assets owed to such Affiliate pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement from, the Administrative AccountTransaction Documents or required by applicable Law. (x) The Borrower Parent shall hold its assets in its own name. (xi) The Borrower Parent shall not permit any of its Affiliates to pay any of the Parent's operating expenses unless such operating expenses are paid by such Affiliate pursuant to an agreement between such Affiliate and the Parent providing for the allocation of such expenses and such expenses are reimbursed by the Parent out of its own funds. The Parent shall not allow any Person to pay its debts, liabilities and expenses except as permitted by the immediately preceding sentence or fail to pay its debts, liabilities and expenses from its own assets (including, as applicable, shared personnel and overhead expenses). (xii) The Parent shall allocate fairly and reasonably any overhead expenses that it shares with any Affiliates or any other Person, including, but not limited to, paying for shared office space and services performed by any employee of its Affiliates. (xiii) The Parent shall at all times hold itself out to the public as a legal entity separate and distinct from any other Person and shall act solely in its own name and through its duly authorized officers or agents and identify itself as a separate and distinct Person under its own name in order not to (x) mislead others as to the Person with which such other party is transacting business, or (y) suggest that the Parent is responsible for the debts of any third party (including any Affiliate of the Parent, or any shareholder, partner, member, principal or Affiliate thereof). The Parent shall correct any known misunderstandings regarding its separate identity from its Affiliates. (xiv) Following the date hereof and subject to Section 5.02(c), the Parent shall not enter into any contract, agreement or arrangement with any of its Affiliates except in the ordinary course of its business and on terms and conditions at least as favorable to the Parent as would be An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. obtainable by the Parent at the relevant time in a comparable arm's-length transaction or series of transactions with a Person other than an Affiliate thereof, as determined by the Parent. (xv) The Parent shall maintain its assets in such a manner that it is not, or will not be, be costly or difficult to segregate, identify or ascertain its assets from those of any other Person. (xiixvi) The Borrower shall not permit any of its Affiliates to pay any of Other than as required by this Agreement, the Borrower’s operating expenses, unless such operating expenses are paid by such Affiliate pursuant to a Transaction Document or an agreement between such Affiliate Fee Letter and the Borrower providing for the allocation of such expenses. (xiii) The Borrower shall at all times act solely in its own name and through its duly authorized officers or agents in order for the Borrower to maintain an arm’s-length relationship its Affiliates. The Borrower shall not enter into any contract with an Affiliate except on terms that are fair and equitable. (xiv) The Borrower shall conduct its business solely in its own name so as to not mislead third parties as to the identity of the Borrower with which such third parties are conducting business, and shall use all reasonable efforts to avoid the appearance that it is conducting business on behalf any Affiliate or that the assets of the Borrower are directly available to pay the creditors of any Affiliate. (xv) The Borrower shall not consent to any of its Affiliates granting consensual material Liens on the Borrower’s property or assets. The Borrower shall maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets. (xvi) Subject to the Transaction Expense Support Agreement and the PLC GuaranteeBeneficiary Letter Agreement, the Borrower shall pay its own liabilities and expenses out of its own funds drawn on its own bank account. (xvii) The Borrower Parent shall not assume, guarantee, become obligated for, pay, or hold itself out to be responsible for or pledge its assets in support offor, the Indebtedness or obligations of any Affiliate or controlling persons or any other Person and, except as permitted or required pursuant to the Transaction Documents and the transactions contemplated therein, shall not create, incur, assume, guarantee, acquire, or, contingently or otherwise, enter into or become responsible for payment of any Indebtedness or guarantees or consent to any of its Affiliates assuming, granting, becoming obligated for, paying or holding itself out to be responsible for the Indebtedness or obligations obligation of the BorrowerParent. (xviiixvii) The Borrower shall not acquire obligations or securities of any Affiliates. The Borrower shall not hold out its credit to any person as available to satisfy the obligation of any other Person or entity. The Borrower shall not pledge its assets for the benefit of any other entity or make any loans or advances to any Person or entity except as provided in the Transaction Documents. (xix) The Borrower shall observe strictly all organizational and procedural formalities required by this Agreement, its articles of incorporation and its by-laws, and by applicable law. (xx) The Borrower Parent shall not hold itself out as or be considered as a department or division of (Ai) any shareholderstockholder, partner, principal, member or Affiliate of the BorrowerParent, (Bii) any Affiliate of a shareholderstockholder, partner, principal, member or Affiliate of the Borrower Parent, or (Ciii) any other Person or allow any Person to identify the Borrower Parent as a department or division of that Person. (xxixviii) The Borrower Parent shall not conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower Parent or the creditors of any other Person. (xxiixix) As of the date hereof, the Borrower Parent shall have adequate capitalcapital and the Parent will maintain, after the date hereof, adequate capital in light of its contemplated business operations and for the normal obligations reasonably foreseeable in a business of its size and character. (xxiiixx) The Borrower Parent shall not pledge its assets for the benefit of any other Person, make any loans or advances to any Person, acquire any obligations or securities of any Affiliates, or consent to the granting of any consensual Liens on its property by any of its Affiliates, except, in each case, as permitted or required pursuant to the Loan Documents. (xxi) The Parent shall observe strictly all organizational and procedural formalities required by this Agreement, its Constituent Documents and by applicable Law, as the case may be, including, but not limited to, in paying dividends or transferring any of its assets to any of its Affiliates. (xxii) The Parent shall have at least one Independent Director who is not on the board of directors independent manager and shall have a managing committee separate from that of its sole shareholder of common stock member and any other Person, and shall cause its board of directors managing committee to observe all other corporate limited liability company formalities. (xxiv) The Borrower shall use all reasonable efforts to cause its agents, service providers and other representatives to act at all times without contravention of the foregoing covenants.

Non-Consolidation. (i) The Borrower shall not have employees. The Borrower may enter into service agreements with an Affiliateits Affiliates, such that the employees of such entity Affiliates act on behalf of the Borrower; provided, however, that such employees shall at all times hold themselves out to third parties as representatives of the Borrower while performing duties under such service agreements. (ii) Any Affiliates shall act as agents Affiliate of the Borrower that acts as an agent of the Borrower shall so act solely through express agencies; provided, however, that each such Affiliate agent fully discloses to any third party the agency relationship with the Borrower; and provided, further, that such Affiliate receives parties receive fair compensation or compensation consistent with regulatory requirements, as appropriate, from the Borrower for the services provided. . (iii) The Borrower shall not act as an agent for any Affiliateof its Affiliates. (iiiiv) The Borrower shall not nor shall it allow any Person to acquire anyacquire, merge into or consolidate with any Person or entity or, to the fullest extent permitted by lawLaw, dissolve, terminate or liquidate in whole or in part, transfer, lease transfer or otherwise dispose of any of its assets other than in accordance with the Transaction Documents, or change its legal structure, fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws Laws of the jurisdiction State of its incorporation Vermont or to the fullest extent permitted by lawLaw, seek dissolution or winding up up, in whole, whole or in part. (iv) The Borrower shall allocate all overhead expenses (other than expenses allocable to the Borrower’s use of office space made available by an Affiliate) for items shared between the Borrower and such Affiliate, on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use. (v) The Borrower shall ensure that all actions of the Borrower are duly authorized by its authorized officerspersonnel, as appropriateappropriate and in accordance with its Constituent Documents. (vi) The Borrower shall maintain use its bank accounts, books and records separately from those of its Affiliates, and use the name “Golden Gate III Lincoln Reinsurance Company of Vermont Captive Insurance CompanyI” in all correspondence, and use separate stationery, invoices and checks, except as otherwise provided in the Transaction Documents or required by applicable Law. (vii) The Borrower shall maintain its own books, records, books, resolutions and agreements, and such books and records records, shall be adequate and sufficient to identify all of its assets. (viii) The Borrower shall prepare financial statements and accounting records for itself that are separate from the financial statements and accounting records of its Affiliates that clearly identify the Borrower's individual assets and liabilities and segregate them from those of its An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Affiliates; provided, that the Borrower also may permit such financial statements to be part of the consolidated financial statements of another entity which acknowledges that entity. All such financial statements shall present fairly, in all material respects, the financial position of the Borrower is a separate entityin all material respects. (ix) The Borrower shall not commingle funds or other assets of the Borrower with those of its Affiliates or any other Person and Person, shall not maintain bank accounts or other depository accounts to which any of its Affiliates are is an account party, into which any of its Affiliates makes deposits or from which any of its Affiliates have has the authority power to make withdrawals, all except that any Affiliate of as provided in the Borrower may deposit funds and assets owed to the Borrower pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement into, and any Affiliate of the Borrower may withdraw funds and assets owed to such Affiliate pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement from, the Administrative AccountTransaction Documents or required by applicable Law. (x) The Borrower shall hold its assets in its own name. (xi) The Borrower shall not permit any of its Affiliates to pay any of the Borrower's operating expenses unless such operating expenses are paid by such Affiliate pursuant to an agreement between such Affiliate and the Borrower providing for the allocation of such expenses and such expenses are reimbursed by the Borrower out of its own funds or such expenses are paid pursuant to the Transaction Documents. The Borrower shall not allow any Person to pay its debts, liabilities and expenses except as permitted by the immediately preceding sentence or fail to pay its debts, liabilities and expenses from its own assets (including, as applicable, shared personnel and overhead expenses). (xii) The Borrower shall allocate fairly and reasonably any overhead expenses that it shares with any Affiliates or any other Person, including, but not limited to, paying for shared office space and services performed by any employee of its Affiliates. (xiii) The Borrower shall at all times hold itself out to the public as a legal entity separate and distinct from any other Person and shall act solely in its own name and through its duly authorized officers or agents and identify itself as a separate and distinct Person under its own name in order not to (x) mislead others as to the Person with which such other party is transacting business, or (y) suggest that the Borrower is responsible for the debts of any third party (including any Affiliate of the Borrower, or any shareholder, partner, member, principal or Affiliate thereof). The Borrower shall correct any known misunderstandings regarding its separate identity from its Affiliates. (xiv) Following the date hereof and subject to Section 5.01(c), the Borrower shall not enter into any contract, agreement or arrangement with any of its Affiliates except in the ordinary course of its business and on terms and conditions at least as favorable to the Borrower as would be obtainable by the Borrower at the relevant time in a comparable arm's-length transaction or series of transactions with a Person other than an Affiliate thereof, as determined by the Borrower. (xv) The Borrower shall maintain its assets in such a manner that it is not, or will not be, be costly or difficult to segregate, identify or ascertain its assets from those of any other Person. (xii) The Borrower shall not permit any of its Affiliates to pay any of . An [*] represents confidential information that has been omitted and filed separately with the Borrower’s operating expenses, unless such operating expenses are paid by such Affiliate pursuant to a Transaction Document or an agreement between such Affiliate Securities and the Borrower providing for the allocation of such expenses. (xiii) The Borrower shall at all times act solely in its own name and through its duly authorized officers or agents in order for the Borrower to maintain an arm’s-length relationship its Affiliates. The Borrower shall not enter into any contract with an Affiliate except on terms that are fair and equitable. (xiv) The Borrower shall conduct its business solely in its own name so as to not mislead third parties as to the identity of the Borrower with which such third parties are conducting business, and shall use all reasonable efforts to avoid the appearance that it is conducting business on behalf any Affiliate or that the assets of the Borrower are directly available to pay the creditors of any Affiliate. (xv) The Borrower shall not consent to any of its Affiliates granting consensual material Liens on the Borrower’s property or assets. The Borrower shall maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assetsExchange Commission. (xvi) Subject Other than to the extent permitted or required by the Transaction Expense Support Agreement and the PLC GuaranteeDocuments, the Borrower shall pay its own liabilities and expenses out of its own funds drawn on its own bank account. (xvii) The Borrower shall not assume, guarantee, become obligated for, pay, or hold itself out to be responsible for or pledge its assets in support offor, the Indebtedness or obligations of any Affiliate or controlling persons or any other Person and, except as permitted or required pursuant to the Transaction Documents and the transactions contemplated therein, shall not create, incur, assume, guarantee, acquire, or, contingently or otherwise, enter into or become responsible for payment of any Indebtedness or guarantees or consent to any of its Affiliates assuming, granting, becoming obligated for, paying or holding itself out to be responsible for the Indebtedness or obligations obligation of the Borrower. (xviii) The Borrower shall not acquire obligations or securities of any Affiliates. The Borrower shall not hold out its credit to any person as available to satisfy the obligation of any other Person or entity. The Borrower shall not pledge its assets for the benefit of any other entity or make any loans or advances to any Person or entity except as provided in the Transaction Documents. (xix) The Borrower shall observe strictly all organizational and procedural formalities required by this Agreement, its articles of incorporation and its by-laws, and by applicable law. (xxxvii) The Borrower shall not hold itself out as or be considered as a department or division of (Ai) any shareholderstockholder, partner, principal, member or Affiliate of the Borrower, (Bii) any Affiliate of a shareholderstockholder, partner, principal, member or Affiliate of the Borrower Borrower, or (Ciii) any other Person or allow any Person to identify the Borrower as a department or division of that Person. (xxixviii) The Borrower shall not conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower or the creditors of any other Person. (xxiixix) As of the date hereof, the Borrower shall have adequate capitalcapital and the Borrower will maintain, after the date hereof, adequate capital in light of its contemplated business operations and for the normal obligations reasonably foreseeable in a business of its size and character. (xxiiixx) The Borrower shall not pledge its assets for the benefit of any other Person, make any loans or advances to any Person, acquire any obligations or securities of any Affiliates, or consent to the granting of any consensual Liens on its property by any of its Affiliates, except, in each case, as permitted or required pursuant to the Loan Documents. (xxi) The Borrower shall observe strictly all organizational and procedural formalities required by this Agreement, its Constituent Documents and by applicable Law, as the case may be, including, but not limited to, in paying dividends or transferring any of its assets to any of its Affiliates. (xxii) The Borrower shall have at least one Independent Director who is not on the independent director and shall have a board of directors separate from that of its sole shareholder holder of common stock and any other Person, and shall cause its board of directors to observe all other corporate formalities. (xxiv) The Borrower shall use all reasonable efforts to cause its agents, service providers and other representatives to act at all times without contravention of the foregoing covenants.

Non-Consolidation. (i1) The Borrower Company shall not have employees. The Borrower Company may enter into service agreements with an AffiliateMONY Group, or any Affiliate of MONY Group, such that the employees of such entity act on behalf of the BorrowerCompany; provided, however, that such employees shall at all times hold themselves out to third parties as representatives of the Borrower Company while performing duties under such service agreementsagreement (including, without limitation, by means of providing such persons with business or identification cards identifying such persons as agents of the Company). (ii2) Any MONY Group and its Affiliates shall act as agents of the Borrower Company solely through express agencies; provided, however, that such Affiliate fully discloses to any third party the agency relationship with the BorrowerCompany; and provided, further, that such Affiliate receives fair compensation or compensation consistent with regulatory requirements, as appropriate, from the Borrower Company for the services provided. The Borrower . (3) MONY Holdings shall not act as an agent for MONY Group or any AffiliateAffiliate of MONY Group. (iii4) The Borrower shall not nor shall it allow any Person to acquire any, merge into or consolidate with any Person or entity or, to the fullest extent permitted by law, dissolve, terminate or liquidate in whole or in part, transfer, lease or otherwise dispose of any of its assets other than in accordance with the Transaction Documents, or change its legal structure, fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its incorporation or to the fullest extent permitted by law, seek dissolution or winding up in whole, or in part. (iv) The Borrower Company shall allocate all overhead expenses (other than expenses allocable to the Borrower’s Company's use of office space made available by an Affiliate) MONY Group, including, without limitation, telephone and other utility charges, for items shared between the Borrower Company and such AffiliateMONY Group, on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use. (v5) The Borrower Company shall ensure that all actions of the Borrower Company are duly authorized by its authorized officerspersonnel, as appropriate. (vi6) The Borrower Company shall maintain its bank accounts, the Company's books and records separately from those of its AffiliatesMONY Group, and use separate stationery bearing the name “Golden Gate III Vermont Captive Insurance Company” "MONY Holdings, LLC" in all correspondence, and use separate invoices and checks. (vii7) The Borrower shall maintain its own records, books, resolutions and agreements, and such books and records shall be adequate and sufficient to identify all of its assets. (viii) The Borrower Company shall prepare consolidated financial statements for itself and its consolidated Subsidiaries that are separate from the financial statements and accounting records of its Affiliates; provided, that the Borrower may permit such financial statements to be part of the consolidated financial statements of another entity which acknowledges that the Borrower is a separate entityMONY Group. (ix) 8) The Borrower Company shall not commingle funds or other assets of the Borrower Company with those of its Affiliates or any other Person MONY Group and shall not maintain bank accounts or other depository accounts to which any of its Affiliates are MONY Group is an account party, into which any of its Affiliates MONY Group makes deposits or from which any of its Affiliates have MONY Group has the authority power to make withdrawals, except that any Affiliate of the Borrower may deposit funds and assets owed to the Borrower pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement into, and any Affiliate of the Borrower may withdraw funds and assets owed to such Affiliate pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement from, the Administrative Account. (x9) The Borrower shall hold its assets in its own name. (xi) The Borrower shall maintain its assets in such a manner that it is not, or will not be, costly or difficult to segregate, identify or ascertain its assets from those of any other Person. (xii) The Borrower Company shall not permit any of its Affiliates MONY Group to pay any of the Borrower’s Company's operating expenses, expenses unless such operating expenses are paid by such Affiliate MONY Group pursuant to a Transaction Document or an agreement between such Affiliate MONY Group and the Borrower Company providing for the allocation of such expensesexpenses and such expenses are reimbursed by the Company out of its own funds. (xiii10) The Borrower Company shall at all times act solely in its own name and through its duly authorized officers or agents in order for the Borrower to maintain an arm’sarm's-length relationship its Affiliates. The Borrower with MONY Group and shall not enter into any contract with an Affiliate MONY Group except on terms that are fair and equitable. (xiv11) The Borrower Company shall conduct its business solely in its own name so as to not mislead third parties as to the identity of the Borrower Company with which such third parties are conducting business, and shall use all reasonable efforts to avoid the appearance that it is conducting business on behalf any Affiliate of MONY Group or that the assets of the Borrower Company are directly available to pay the creditors of any AffiliateMONY Group. (xv12) The Borrower Company shall not consent to be liable for, or hold itself out to be responsible for, any of its Affiliates money borrowed by, or for any indebtedness incurred by, MONY Group. (13) The Company shall not consent to MONY Group granting consensual material Liens liens on the Borrower’s property or assets. Company's property. (14) The Borrower Company shall maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets. (xvi15) Subject The Company shall not assume, guarantee, become obligated for, pay, or hold itself out to the Transaction Expense Support Agreement and the PLC Guaranteebe responsible for, the Borrower debts or obligations of any other affiliated Person or entity. (16) The Company shall pay its own liabilities and expenses out of its own funds drawn on its own bank account. (xvii17) The Borrower shall not assume, guarantee, become obligated for, pay, hold itself out to be responsible for or pledge its assets in support of, the Indebtedness or obligations of any Affiliate or controlling persons or any other Person and, except as permitted or required pursuant to the Transaction Documents and the transactions contemplated therein, shall not create, incur, assume, guarantee, acquire, or, contingently or otherwise, enter into or become responsible for payment of any Indebtedness or guarantees or consent to any of its Affiliates assuming, granting, becoming obligated for, paying or holding itself out to be responsible for the Indebtedness or obligations of the Borrower. (xviii) The Borrower Company shall not acquire obligations or securities of any Affiliates. its members or Affiliates other than MONY Life. (18) The Borrower Company shall not hold out its credit to any person as available to satisfy the obligation of any other Person or entity. . (19) The Borrower Company shall not pledge its assets for the benefit of any other entity or make any loans or advances to any Person or entity except as provided in this Indenture or in connection with the Transaction DocumentsSwaps. (xix20) The Borrower Company shall not identify itself as a division of any other Person or entity. (21) As of the Closing Date, the Company shall have adequate capital in light of its contemplated business operations and for the normal obligations reasonably foreseeable in a business of its size and character. (22) MONY Group shall include in its financial statements published after the Closing Date the following statement: "MONY Group is a holding company and is a legal entity separate and distinct from its subsidiaries. The rights of MONY Group to participate in any distribution of assets of any subsidiary, including upon its liquidation or reorganization, are subject to the prior claims of creditors of that subsidiary, except to the extent that MONY Group may itself be a creditor of that subsidiary and its claims are recognized. MONY Holdings, LLC and its subsidiaries have entered into covenants and arrangements with third parties in connection with the issuance of the CB Debt which are intended to confirm their separate, `bankruptcy-remote' status, by assuring that the assets of MONY Holdings, LLC and its subsidiaries are not available to creditors of MONY Group or its other subsidiaries, except and to the extent that MONY Group and its other subsidiaries are, as shareholders or creditors of MONY Holdings, LLC and its subsidiaries, or would be, entitled to those assets." (23) As long as no Insurer Default has occurred and is continuing, except as may be consented to by the Insurer, the Company shall not enter into (i) agreements with Affiliates, or (ii) agreements with third parties that in the aggregate would be material, if such agreements do not contain the provision that such Affiliates or third parties, in their respective capacities as counterparties under such agreements, will not seek to initiate bankruptcy or insolvency proceedings in respect of the Company. The Company shall use its reasonable efforts to include the provision described in the preceding sentence in all agreements with third parties other than those specified in the preceding sentence, to the extent practicable without interfering with the conduct of the business affairs of the Company, and taking into consideration of the willingness of third parties to enter into agreements containing such provision. (24) The Company shall observe strictly all organizational and procedural formalities required by this Agreementthe Indenture, its articles Certificate of incorporation Formation and its by-lawsLLC Agreement, and by applicable law, as the case may be, including, but not limited to, in the declaration and payment of dividends to MONY Group. (xx) The Borrower shall not hold itself out as or be considered as a department or division of (A) any shareholder, partner, principal, member or Affiliate of the Borrower, (B) any Affiliate of a shareholder, partner, principal, member or Affiliate of the Borrower or (C) any other Person or allow any Person to identify the Borrower as a department or division of that Person. (xxi) The Borrower shall not conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower or the creditors of any other Person. (xxii) As of the date hereof, the Borrower shall have adequate capital. (xxiii) The Borrower shall have at least one Independent Director who is not on the board of directors of its sole shareholder of common stock and shall cause its board of directors to observe all other corporate formalities. (xxiv) The Borrower shall use all reasonable efforts to cause its agents, service providers and other representatives to act at all times without contravention of the foregoing covenants.

Non-Consolidation. (i1) The Borrower Company shall not have employees. The Borrower Company may enter into service agreements with an AffiliateMONY Group, or any Affiliate of MONY Group, such that the employees of such entity act on behalf of the BorrowerCompany; provided, however, that such employees shall at all times hold themselves out to third parties as representatives of the Borrower Company while performing duties under such service agreementsagreement (including, without limitation, by means of providing such persons with business or identification cards identifying such persons as agents of the Company). (ii2) Any MONY Group and its Affiliates shall act as agents of the Borrower Company solely through express agencies; provided, however, that such Affiliate fully discloses to any third party the agency relationship with the BorrowerCompany; and provided, further, that such Affiliate receives fair compensation or compensation consistent with regulatory requirements, as appropriate, from the Borrower Company for the services provided. The Borrower . (3) MONY Holdings shall not act as an agent for MONY Group or any AffiliateAffiliate of MONY Group. (iii4) The Borrower shall not nor shall it allow any Person to acquire any, merge into or consolidate with any Person or entity or, to the fullest extent permitted by law, dissolve, terminate or liquidate in whole or in part, transfer, lease or otherwise dispose of any of its assets other than in accordance with the Transaction Documents, or change its legal structure, fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its incorporation or to the fullest extent permitted by law, seek dissolution or winding up in whole, or in part. (iv) The Borrower Company shall allocate all overhead expenses (other than expenses allocable to the BorrowerCompany’s use of office space made available by an Affiliate) MONY Group, including, without limitation, telephone and other utility charges, for items shared between the Borrower Company and such AffiliateMONY Group, on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use. (v5) The Borrower Company shall ensure that all actions of the Borrower Company are duly authorized by its authorized officerspersonnel, as appropriate. (vi6) The Borrower Company shall maintain its bank accounts, the Company’s books and records separately from those of its AffiliatesMONY Group, and use separate stationery bearing the name “Golden Gate III Vermont Captive Insurance CompanyMONY Holdings, LLC” in all correspondence, and use separate invoices and checks. (vii7) The Borrower shall maintain its own records, books, resolutions and agreements, and such books and records shall be adequate and sufficient to identify all of its assets. (viii) The Borrower Company shall prepare consolidated financial statements for itself and its consolidated Subsidiaries that are separate from the financial statements and accounting records of its Affiliates; provided, that the Borrower may permit such financial statements to be part of the consolidated financial statements of another entity which acknowledges that the Borrower is a separate entityMONY Group. (ix) 8) The Borrower Company shall not commingle funds or other assets of the Borrower Company with those of its Affiliates or any other Person MONY Group and shall not maintain bank accounts or other depository accounts to which any of its Affiliates are MONY Group is an account party, into which any of its Affiliates MONY Group makes deposits or from which any of its Affiliates have MONY Group has the authority power to make withdrawals, except that any Affiliate of the Borrower may deposit funds and assets owed to the Borrower pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement into, and any Affiliate of the Borrower may withdraw funds and assets owed to such Affiliate pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement from, the Administrative Account. (x9) The Borrower shall hold its assets in its own name. (xi) The Borrower shall maintain its assets in such a manner that it is not, or will not be, costly or difficult to segregate, identify or ascertain its assets from those of any other Person. (xii) The Borrower Company shall not permit any of its Affiliates MONY Group to pay any of the BorrowerCompany’s operating expenses, expenses unless such operating expenses are paid by such Affiliate MONY Group pursuant to a Transaction Document or an agreement between such Affiliate MONY Group and the Borrower Company providing for the allocation of such expenses. (xiii) The Borrower shall at all times act solely in its own name expenses and through its duly authorized officers or agents in order for such expenses are reimbursed by the Borrower to maintain an arm’s-length relationship its Affiliates. The Borrower shall not enter into any contract with an Affiliate except on terms that are fair and equitable. (xiv) The Borrower shall conduct its business solely in its own name so as to not mislead third parties as to the identity of the Borrower with which such third parties are conducting business, and shall use all reasonable efforts to avoid the appearance that it is conducting business on behalf any Affiliate or that the assets of the Borrower are directly available to pay the creditors of any Affiliate. (xv) The Borrower shall not consent to any of its Affiliates granting consensual material Liens on the Borrower’s property or assets. The Borrower shall maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets. (xvi) Subject to the Transaction Expense Support Agreement and the PLC Guarantee, the Borrower shall pay its own liabilities and expenses Company out of its own funds drawn on its own bank accountfunds. (xvii) The Borrower shall not assume, guarantee, become obligated for, pay, hold itself out to be responsible for or pledge its assets in support of, the Indebtedness or obligations of any Affiliate or controlling persons or any other Person and, except as permitted or required pursuant to the Transaction Documents and the transactions contemplated therein, shall not create, incur, assume, guarantee, acquire, or, contingently or otherwise, enter into or become responsible for payment of any Indebtedness or guarantees or consent to any of its Affiliates assuming, granting, becoming obligated for, paying or holding itself out to be responsible for the Indebtedness or obligations of the Borrower. (xviii) The Borrower shall not acquire obligations or securities of any Affiliates. The Borrower shall not hold out its credit to any person as available to satisfy the obligation of any other Person or entity. The Borrower shall not pledge its assets for the benefit of any other entity or make any loans or advances to any Person or entity except as provided in the Transaction Documents. (xix) The Borrower shall observe strictly all organizational and procedural formalities required by this Agreement, its articles of incorporation and its by-laws, and by applicable law. (xx) The Borrower shall not hold itself out as or be considered as a department or division of (A) any shareholder, partner, principal, member or Affiliate of the Borrower, (B) any Affiliate of a shareholder, partner, principal, member or Affiliate of the Borrower or (C) any other Person or allow any Person to identify the Borrower as a department or division of that Person. (xxi) The Borrower shall not conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower or the creditors of any other Person. (xxii) As of the date hereof, the Borrower shall have adequate capital. (xxiii) The Borrower shall have at least one Independent Director who is not on the board of directors of its sole shareholder of common stock and shall cause its board of directors to observe all other corporate formalities. (xxiv) The Borrower shall use all reasonable efforts to cause its agents, service providers and other representatives to act at all times without contravention of the foregoing covenants.

Non-Consolidation. (ia) The Borrower shall not have employees. The Borrower Issuer may enter into service agreements with an Affiliateits Affiliates, such that the employees of such entity Affiliates act on behalf of the BorrowerIssuer; provided, however, that such employees shall at all times hold themselves out to third parties as representatives of the Borrower Issuer while performing duties under such service agreements, except where applicable state law requires the Issuer to conduct the Business through PFLAC except in the case of PFLAC acting pursuant to the PFLAC Services Agreement where applicable state law requires the Issuer to conduct the Business through PFLAC. (iib) Any Affiliates shall act as agents Affiliate of the Borrower Issuer that acts as an agent of the Issuer shall so act solely through express agencies; provided, however, that each such Affiliate Person fully discloses to any third party the agency relationship with the BorrowerIssuer; and provided, further, that such Affiliate receives parties receive fair compensation or compensation consistent with regulatory requirements, as appropriate, from the Borrower Issuer for the services provided. , provided, however, that such compensation is subject to the restrictions of Section 6.13 hereof. (c) The Borrower Issuer shall not act as an agent for any Affiliateof its Affiliates. (iiid) The Borrower Issuer shall not nor shall it allow any Person to acquire any, merge into or consolidate with any Person or entity or, to the fullest extent permitted by law, dissolve, terminate or liquidate in whole or in part, transfer, lease transfer or otherwise dispose of any of its assets other than in accordance with the Transaction Documents, or change its legal structure, fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its incorporation or to the fullest extent permitted by law, seek dissolution or winding up in whole, or in part; provided, however, that the Issuer may merge into or consolidate with any Person with the prior written consent of the Required Noteholders or in connection with the Tax Restructuring. (ive) The Borrower shall allocate all overhead expenses (other than expenses allocable to the Borrower’s use of office space made available by an Affiliate) for items shared between the Borrower and such Affiliate, on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use. (v) The Borrower shall ensure that all actions of the Borrower are duly authorized by its authorized officers, as appropriate. (vi) The Borrower Issuer shall maintain its bank accounts, books and records separately separate from those of its AffiliatesAffiliates and any other Person, and use the name “Golden Gate III Vermont Captive Insurance CompanyPHILADELPHIA FINANCIAL ADMINISTRATION SERVICES COMPANY” in all correspondence, and use separate stationery, invoices and checks, except as otherwise required by applicable law. (viif) The Borrower shall Issuer shall, in accordance with its organizational documents, maintain its own records, books, resolutions and agreements, and such books and records shall be adequate and sufficient to identify all of its assets. (viiig) The Borrower Issuer shall prepare financial statements and accounting records for itself that are separate from the financial statements and accounting records of its Affiliates that clearly identify the Issuer’s individual assets and liabilities and segregate them from those of its Affiliates; provided, that the Borrower Issuer also may permit such financial statements to be part of the consolidated financial statements of another entity which acknowledges that the Borrower Issuer is a separate entity. (ixh) The Borrower Issuer shall not commingle funds or other assets of the Borrower Issuer with those of its Affiliates or any other Person and Person, shall not maintain bank accounts or other depository accounts to which any of its Affiliates are is an account party, into which any of its Affiliates makes deposits or from which any of its Affiliates have has the authority power to make withdrawals, except that any Affiliate of the Borrower may deposit funds and assets owed to the Borrower pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement into, and any Affiliate of the Borrower may withdraw funds and assets owed to such Affiliate pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement from, the Administrative Account. (xi) The Borrower Issuer shall hold its assets in its own name. (xij) The Borrower Issuer shall not permit any of its Affiliates to pay any of the Issuer’s operating expenses unless such operating expenses are paid by such Affiliate pursuant to an agreement between such Affiliate and the Issuer providing for the allocation of such expenses and such expenses are reimbursed by the Issuer out of its own funds. The Issuer shall not allow any Person to pay its debts, liabilities and expenses except as permitted by the immediately preceding sentence or fail to pay its debts, liabilities and expenses from its own assets (including, as applicable, shared personnel and overhead expenses). (k) The Issuer shall allocate fairly and reasonably any overhead expenses that it shares with any Affiliates or any other Person, including, but not limited to, paying for shared offices space and services performed by any employee of its Affiliates. (l) The Issuer shall at all times hold itself out to the public as a legal entity separate and distinct from any other Person and shall act solely in its own name and through its duly authorized officers or agents and identify itself as a separate and distinct Person under its own name in order not to (i) mislead others as to the Person with which such other party is transacting business, or (ii) suggest that the Issuer is responsible for the debts of any third party (including any Affiliate of the Issuer, or any shareholder, partner, member, principal or Affiliate thereof). The Issuer shall correct any known misunderstandings regarding its separate identity from its Affiliates. (m) Following the date hereof, the Issuer shall not enter into any contract, agreement or arrangement with any of its Affiliates except in the ordinary course of its business and on terms and conditions at least as favorable to the Issuer as would be obtainable by the Issuer at the relevant time in a comparable arm’s-length transaction or series of transactions with a Person other than an Affiliate thereof, as determined by the Issuer. (n) The Issuer shall not consent to any of its Affiliates granting consensual Liens on the Issuer’s property. (o) The Issuer shall maintain its assets in such a manner that it is not, or will not be, be unreasonably costly or difficult to segregate, identify or ascertain its assets from those of any other Person. (xiip) The Borrower shall not permit any of its Affiliates to pay any of the Borrower’s operating expenses, unless such operating expenses are paid by such Affiliate pursuant to a Transaction Document or an agreement between such Affiliate and the Borrower providing for the allocation of such expenses. (xiii) The Borrower shall at all times act solely in its own name and through its duly authorized officers or agents in order for the Borrower to maintain an arm’s-length relationship its Affiliates. The Borrower shall not enter into any contract with an Affiliate except on terms that are fair and equitable. (xiv) The Borrower shall conduct its business solely in its own name so as to not mislead third parties as to the identity of the Borrower with which such third parties are conducting business, and shall use all reasonable efforts to avoid the appearance that it is conducting business on behalf any Affiliate or that the assets of the Borrower are directly available to pay the creditors of any Affiliate. (xv) The Borrower shall not consent to any of its Affiliates granting consensual material Liens on the Borrower’s property or assets. The Borrower shall maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets. (xvi) Subject to the Transaction Expense Support Agreement and the PLC Guarantee, the Borrower shall pay its own liabilities and expenses out of its own funds drawn on its own bank account. (xvii) The Borrower Issuer shall not assume, guarantee, become obligated for, pay, or hold itself out to be responsible for or pledge its assets in support offor, the Indebtedness Debt or obligations of any Affiliate (other than as contemplated by the Transaction Documents) or controlling persons or any other Person and, except as permitted or required pursuant to the Transaction Documents and the transactions contemplated therein, shall not create, incur, assume, guarantee, acquire, or, contingently or otherwise, enter into or become responsible for payment of any Indebtedness or guarantees or consent to any of its Affiliates assuming, granting, becoming obligated for, paying or holding itself out to be responsible for the Indebtedness Debt or obligations obligation of the BorrowerIssuer. (xviiiq) The Borrower Issuer shall not acquire obligations or securities of any Affiliates. The Borrower shall not hold out its credit to any person as available to satisfy the obligation of any other Person or entity. The Borrower shall not pledge its assets for the benefit of any other entity or make any loans or advances to any Person or entity except as provided in the Transaction Documentsits Affiliates. (xixr) The Borrower shall observe strictly all organizational and procedural formalities required by this Agreement, its articles of incorporation and its by-laws, and by applicable law. (xx) The Borrower Issuer shall not hold itself out as or be considered as a department or division of (Ai) any shareholder, partner, principal, member or Affiliate of the BorrowerIssuer, (Bii) any Affiliate of a shareholder, partner, principal, member or Affiliate of the Borrower Issuer, or (Ciii) any other Person or allow any Person to identify the Borrower Issuer as a department or division of that Person. (xxis) The Borrower Issuer shall not conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower Issuer or the creditors of any other Person. (xxiit) As The Issuer shall not pledge its assets for the benefit of any other Person or make any loans or advances to any Person or acquire any obligations or securities of any Affiliates except as permitted or required pursuant to the date hereof, the Borrower shall have adequate capitalTransaction Documents. (xxiiiu) The Borrower Issuer shall observe all organizational and procedural formalities required by this Agreement, its articles of organization, its by-laws and any other governing documents, and by applicable law, as the case may be, including, but not limited to, in paying dividends or transferring any of its assets to any of its Affiliates. The Issuer complies and will comply with all the terms and provisions contained in its articles of organization and its by-laws. (v) The Issuer shall ensure that all actions relating to (i) the dissolution or liquidation of the Issuer or (ii) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving the Issuer, are duly authorized by unanimous vote of its directors (including the Independent Director). (w) The Issuer shall have at least one Independent Director who is a board of directors separate from that of its holders of common stock and any other Person (provided that the foregoing shall not prohibit any person from sitting on the board of directors of its sole shareholder the Issuer and the board of common stock and directors of any other Person simultaneously)and shall cause its board of directors to observe all other corporate formalities. (xxivx) The Borrower Issuer shall use all reasonable efforts to cause have at least one Independent Director, except only during any period in which no Independent Director serves in such capacity (other than as a result of action by the Issuer or its agents, service providers and other representatives to act at all times without contravention Affiliates in violation of this Agreement or the governing documents of the foregoing covenantsIssuer) and until a successor Independent Director is identified and appointed by the Issuer in compliance with Section 6.23 of this Agreement. For the avoidance of doubt, nothing in this Section 6.19 or elsewhere in the Loan Documents shall prohibit the execution, delivery and performance of the Broker-Dealer Services Agreement.

Non-Consolidation. (i) The Borrower shall not have employees. The Borrower may enter into service agreements with an Affiliateits Affiliates, such that the employees of such entity Affiliates act on behalf of the Borrower; provided, however, that such employees shall at all times hold themselves out to third parties as representatives of the Borrower while performing duties under such service agreements. (ii) Any Affiliates shall act as agents Affiliate of the Borrower that acts as an agent of the Borrower shall so act solely through express agencies; provided, however, that each such Affiliate agent fully discloses to any third party the agency relationship with the Borrower; and provided, further, that such Affiliate receives parties receive fair compensation or compensation consistent with regulatory requirements, as appropriate, from the Borrower for the services provided. . (iii) The Borrower shall not act as an agent for any Affiliateof its Affiliates. (iiiiv) The Borrower shall not nor shall it allow any Person to acquire anyacquire, merge into or consolidate with any Person or entity or, to the fullest extent permitted by lawLaw, dissolve, terminate or liquidate in whole or in part, transfer, lease transfer or otherwise dispose of any of its assets other than in accordance with the Transaction Documents, or change its legal structure, fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws Laws of the jurisdiction State of its incorporation An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. Vermont or to the fullest extent permitted by lawLaw, seek dissolution or winding up up, in whole, whole or in part. (iv) The Borrower shall allocate all overhead expenses (other than expenses allocable to the Borrower’s use of office space made available by an Affiliate) for items shared between the Borrower and such Affiliate, on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use. (v) The Borrower shall ensure that all actions of the Borrower are duly authorized by its authorized officerspersonnel, as appropriateappropriate and in accordance with its Constituent Documents. (vi) The Borrower shall maintain use its bank accounts, books and records separately from those of its Affiliates, and use the name “Golden Gate III Lincoln Reinsurance Company of Vermont Captive Insurance CompanyI” in all correspondence, and use separate stationery, invoices and checks, except as otherwise provided in the Transaction Documents or required by applicable Law. (vii) The Borrower shall maintain its own books, records, books, resolutions and agreements, and such books and records records, shall be adequate and sufficient to identify all of its assets. (viii) The Borrower shall prepare financial statements and accounting records for itself that are separate from the financial statements and accounting records of its Affiliates that clearly identify the Borrower's individual assets and liabilities and segregate them from those of its Affiliates; provided, that the Borrower also may permit such financial statements to be part of the consolidated financial statements of another entity which acknowledges that entity. All such financial statements shall present fairly, in all material respects, the financial position of the Borrower is a separate entityin all material respects. (ix) The Borrower shall not commingle funds or other assets of the Borrower with those of its Affiliates or any other Person and Person, shall not maintain bank accounts or other depository accounts to which any of its Affiliates are is an account party, into which any of its Affiliates makes deposits or from which any of its Affiliates have has the authority power to make withdrawals, all except that any Affiliate of as provided in the Borrower may deposit funds and assets owed to the Borrower pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement into, and any Affiliate of the Borrower may withdraw funds and assets owed to such Affiliate pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement from, the Administrative AccountTransaction Documents or required by applicable Law. (x) The Borrower shall hold its assets in its own name. (xi) The Borrower shall not permit any of its Affiliates to pay any of the Borrower's operating expenses unless such operating expenses are paid by such Affiliate pursuant to an agreement between such Affiliate and the Borrower providing for the allocation of such expenses and such expenses are reimbursed by the Borrower out of its own funds or such expenses are paid pursuant to the Transaction Documents. The Borrower shall not allow any Person to pay its debts, liabilities and expenses except as permitted by the immediately preceding sentence or fail to pay its debts, liabilities and expenses from its own assets (including, as applicable, shared personnel and overhead expenses). (xii) The Borrower shall allocate fairly and reasonably any overhead expenses that it shares with any Affiliates or any other Person, including, but not limited to, paying for shared office space and services performed by any employee of its Affiliates. (xiii) The Borrower shall at all times hold itself out to the public as a legal entity separate and distinct from any other Person and shall act solely in its own name and through its duly authorized officers or agents and identify itself as a separate and distinct Person under its An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. own name in order not to (x) mislead others as to the Person with which such other party is transacting business, or (y) suggest that the Borrower is responsible for the debts of any third party (including any Affiliate of the Borrower, or any shareholder, partner, member, principal or Affiliate thereof). The Borrower shall correct any known misunderstandings regarding its separate identity from its Affiliates. (xiv) Following the date hereof and subject to Section 5.01(c), the Borrower shall not enter into any contract, agreement or arrangement with any of its Affiliates except in the ordinary course of its business and on terms and conditions at least as favorable to the Borrower as would be obtainable by the Borrower at the relevant time in a comparable arm's-length transaction or series of transactions with a Person other than an Affiliate thereof, as determined by the Borrower. (xv) The Borrower shall maintain its assets in such a manner that it is not, or will not be, be costly or difficult to segregate, identify or ascertain its assets from those of any other Person. (xiixvi) The Borrower shall not permit any of its Affiliates to pay any of the Borrower’s operating expenses, unless such operating expenses are paid by such Affiliate pursuant to a Transaction Document or an agreement between such Affiliate and the Borrower providing for the allocation of such expenses. (xiii) The Borrower shall at all times act solely in its own name and through its duly authorized officers or agents in order for the Borrower to maintain an arm’s-length relationship its Affiliates. The Borrower shall not enter into any contract with an Affiliate except on terms that are fair and equitable. (xiv) The Borrower shall conduct its business solely in its own name so as to not mislead third parties as Other than to the identity of the Borrower with which such third parties are conducting business, and shall use all reasonable efforts to avoid the appearance that it is conducting business on behalf any Affiliate extent permitted or that the assets of the Borrower are directly available to pay the creditors of any Affiliate. (xv) The Borrower shall not consent to any of its Affiliates granting consensual material Liens on the Borrower’s property or assets. The Borrower shall maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets. (xvi) Subject to required by the Transaction Expense Support Agreement and the PLC GuaranteeDocuments, the Borrower shall pay its own liabilities and expenses out of its own funds drawn on its own bank account. (xvii) The Borrower shall not assume, guarantee, become obligated for, pay, or hold itself out to be responsible for or pledge its assets in support offor, the Indebtedness or obligations of any Affiliate or controlling persons or any other Person and, except as permitted or required pursuant to the Transaction Documents and the transactions contemplated therein, shall not create, incur, assume, guarantee, acquire, or, contingently or otherwise, enter into or become responsible for payment of any Indebtedness or guarantees or consent to any of its Affiliates assuming, granting, becoming obligated for, paying or holding itself out to be responsible for the Indebtedness or obligations obligation of the Borrower. (xviii) The Borrower shall not acquire obligations or securities of any Affiliates. The Borrower shall not hold out its credit to any person as available to satisfy the obligation of any other Person or entity. The Borrower shall not pledge its assets for the benefit of any other entity or make any loans or advances to any Person or entity except as provided in the Transaction Documents. (xix) The Borrower shall observe strictly all organizational and procedural formalities required by this Agreement, its articles of incorporation and its by-laws, and by applicable law. (xxxvii) The Borrower shall not hold itself out as or be considered as a department or division of (Ai) any shareholderstockholder, partner, principal, member or Affiliate of the Borrower, (Bii) any Affiliate of a shareholderstockholder, partner, principal, member or Affiliate of the Borrower Borrower, or (Ciii) any other Person or allow any Person to identify the Borrower as a department or division of that Person. (xxixviii) The Borrower shall not conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower or the creditors of any other Person. (xxiixix) As of the date hereof, the Borrower shall have adequate capitalcapital and the Borrower will maintain, after the date hereof, adequate capital in light of its contemplated business operations and for the normal obligations reasonably foreseeable in a business of its size and character. (xxiiixx) The Borrower shall not pledge its assets for the benefit of any other Person, make any loans or advances to any Person, acquire any obligations or securities of any Affiliates, or consent to the granting of any consensual Liens on its property by any of its Affiliates, except, in each case, as permitted or required pursuant to the Loan Documents. (xxi) The Borrower shall observe strictly all organizational and procedural formalities required by this Agreement, its Constituent Documents and by applicable Law, as the case may An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. be, including, but not limited to, in paying dividends or transferring any of its assets to any of its Affiliates. (xxii) The Borrower shall have at least one Independent Director who is not on the independent director and shall have a board of directors separate from that of its sole shareholder holder of common stock and any other Person, and shall cause its board of directors to observe all other corporate formalities. (xxiv) The Borrower shall use all reasonable efforts to cause its agents, service providers and other representatives to act at all times without contravention of the foregoing covenants.

Non-Consolidation. (i) The Borrower Parent shall not have employees. The Borrower Parent may enter into service agreements with an Affiliateits Affiliates, such that the employees of such entity Affiliates act on behalf of the BorrowerParent; provided, however, that such employees shall at all times hold themselves out to third parties as representatives of the Borrower Parent while performing duties under such service agreements. An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. (ii) Any Affiliates shall act as agents Affiliate of the Borrower Parent that acts as an agent of the Parent shall so act solely through express agencies; provided, however, that each such Affiliate agent fully discloses to any third party the agency relationship with the BorrowerParent; and provided, further, that such Affiliate receives parties receive fair compensation or compensation consistent with regulatory requirements, as appropriate, from the Borrower Parent for the services provided. . (iii) The Borrower Parent shall not act as an agent for any Affiliateof its Affiliates. (iiiiv) The Borrower Parent shall not nor shall it allow any Person to acquire anyacquire, merge into or consolidate with any Person or entity or, to the fullest extent permitted by lawLaw, dissolve, terminate or liquidate in whole or in part, transfer, lease transfer or otherwise dispose of any of its assets other than in accordance with the Transaction Documents, or change its legal structure, fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws Laws of the jurisdiction State of its incorporation Delaware or to the fullest extent permitted by lawLaw, seek dissolution or winding up up, in whole, whole or in part. (iv) The Borrower shall allocate all overhead expenses (other than expenses allocable to the Borrower’s use of office space made available by an Affiliate) for items shared between the Borrower and such Affiliate, on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use. (v) The Borrower Parent shall ensure that all actions of the Borrower Parent are duly authorized by its authorized officerspersonnel, as appropriateappropriate and in accordance with its Constituent Documents. (vi) The Borrower Parent shall maintain use its bank accounts, books and records separately from those of its Affiliates, and use the name “Golden Gate III Vermont Captive Insurance CompanyLincoln Financial Holdings, LLC II” in all correspondence, and use separate stationery, invoices and checks, except as otherwise provided in the Transaction Documents or required by applicable Law. (vii) The Borrower Parent shall maintain its own books, records, books, resolutions and agreements, and such books and records records, shall be adequate and sufficient to identify all of its assets. (viii) The Borrower Parent shall prepare financial statements and accounting records for itself that are separate from the financial statements and accounting records of its Affiliates that clearly identify the Parent's individual assets and liabilities and segregate them from those of its Affiliates; provided, that the Borrower Parent also may permit such financial statements to be part of the consolidated financial statements of another entity which acknowledges that entity. All such financial statements shall present fairly, in all material respects, the Borrower is a separate entityfinancial position of the Parent. (ix) The Borrower Parent shall not commingle funds or other assets of the Borrower Parent with those of its Affiliates or any other Person and Person, shall not maintain bank accounts or other depository accounts to which any of its Affiliates are is an account party, into which any of its Affiliates makes deposits or from which any of its Affiliates have has the authority power to make withdrawals, all except that any Affiliate of as provided in the Borrower may deposit funds and assets owed to the Borrower pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement into, and any Affiliate of the Borrower may withdraw funds and assets owed to such Affiliate pursuant to the PLC Service Agreements, Administrative Services Agreement and Investment Management Agreement from, the Administrative AccountTransaction Documents or required by applicable Law. (x) The Borrower Parent shall hold its assets in its own name. (xi) The Borrower Parent shall not permit any of its Affiliates to pay any of the Parent's operating expenses unless such operating expenses are paid by such Affiliate pursuant to an agreement between such Affiliate and the Parent providing for the allocation of such expenses and such expenses are reimbursed by the Parent out of its own funds. The Parent shall not allow An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. any Person to pay its debts, liabilities and expenses except as permitted by the immediately preceding sentence or fail to pay its debts, liabilities and expenses from its own assets (including, as applicable, shared personnel and overhead expenses). (xii) The Parent shall allocate fairly and reasonably any overhead expenses that it shares with any Affiliates or any other Person, including, but not limited to, paying for shared office space and services performed by any employee of its Affiliates. (xiii) The Parent shall at all times hold itself out to the public as a legal entity separate and distinct from any other Person and shall act solely in its own name and through its duly authorized officers or agents and identify itself as a separate and distinct Person under its own name in order not to (x) mislead others as to the Person with which such other party is transacting business, or (y) suggest that the Parent is responsible for the debts of any third party (including any Affiliate of the Parent, or any shareholder, partner, member, principal or Affiliate thereof). The Parent shall correct any known misunderstandings regarding its separate identity from its Affiliates. (xiv) Following the date hereof and subject to Section 5.02(c), the Parent shall not enter into any contract, agreement or arrangement with any of its Affiliates except in the ordinary course of its business and on terms and conditions at least as favorable to the Parent as would be obtainable by the Parent at the relevant time in a comparable arm's-length transaction or series of transactions with a Person other than an Affiliate thereof, as determined by the Parent. (xv) The Parent shall maintain its assets in such a manner that it is not, or will not be, be costly or difficult to segregate, identify or ascertain its assets from those of any other Person. (xiixvi) The Borrower shall not permit any of its Affiliates to pay any of Other than as required by this Agreement, the Borrower’s operating expenses, unless such operating expenses are paid by such Affiliate pursuant to a Transaction Document or an agreement between such Affiliate Fee Letter and the Borrower providing for the allocation of such expenses. (xiii) The Borrower shall at all times act solely in its own name and through its duly authorized officers or agents in order for the Borrower to maintain an arm’s-length relationship its Affiliates. The Borrower shall not enter into any contract with an Affiliate except on terms that are fair and equitable. (xiv) The Borrower shall conduct its business solely in its own name so as to not mislead third parties as to the identity of the Borrower with which such third parties are conducting business, and shall use all reasonable efforts to avoid the appearance that it is conducting business on behalf any Affiliate or that the assets of the Borrower are directly available to pay the creditors of any Affiliate. (xv) The Borrower shall not consent to any of its Affiliates granting consensual material Liens on the Borrower’s property or assets. The Borrower shall maintain its assets in such a manner that it is not costly or difficult to segregate, identify or ascertain such assets. (xvi) Subject to the Transaction Expense Support Agreement and the PLC GuaranteeBeneficiary Letter Agreement, the Borrower shall pay its own liabilities and expenses out of its own funds drawn on its own bank account. (xvii) The Borrower Parent shall not assume, guarantee, become obligated for, pay, or hold itself out to be responsible for or pledge its assets in support offor, the Indebtedness or obligations of any Affiliate or controlling persons or any other Person and, except as permitted or required pursuant to the Transaction Documents and the transactions contemplated therein, shall not create, incur, assume, guarantee, acquire, or, contingently or otherwise, enter into or become responsible for payment of any Indebtedness or guarantees or consent to any of its Affiliates assuming, granting, becoming obligated for, paying or holding itself out to be responsible for the Indebtedness or obligations obligation of the BorrowerParent. (xviiixvii) The Borrower shall not acquire obligations or securities of any Affiliates. The Borrower shall not hold out its credit to any person as available to satisfy the obligation of any other Person or entity. The Borrower shall not pledge its assets for the benefit of any other entity or make any loans or advances to any Person or entity except as provided in the Transaction Documents. (xix) The Borrower shall observe strictly all organizational and procedural formalities required by this Agreement, its articles of incorporation and its by-laws, and by applicable law. (xx) The Borrower Parent shall not hold itself out as or be considered as a department or division of (Ai) any shareholderstockholder, partner, principal, member or Affiliate of the BorrowerParent, (Bii) any Affiliate of a shareholderstockholder, partner, principal, member or Affiliate of the Borrower Parent, or (Ciii) any other Person or allow any Person to identify the Borrower Parent as a department or division of that Person. (xxixviii) The Borrower Parent shall not conceal assets from any creditor, or enter into any transaction with the intent to hinder, delay or defraud creditors of the Borrower Parent or the creditors of any other Person. (xxiixix) As of the date hereof, the Borrower Parent shall have adequate capitalcapital and the Parent will maintain, after the date hereof, adequate capital in light of its contemplated business operations and for the normal obligations reasonably foreseeable in a business of its size and character. An [*] represents confidential information that has been omitted and filed separately with the Securities and Exchange Commission. (xxiiixx) The Borrower Parent shall not pledge its assets for the benefit of any other Person, make any loans or advances to any Person, acquire any obligations or securities of any Affiliates, or consent to the granting of any consensual Liens on its property by any of its Affiliates, except, in each case, as permitted or required pursuant to the Loan Documents. (xxi) The Parent shall observe strictly all organizational and procedural formalities required by this Agreement, its Constituent Documents and by applicable Law, as the case may be, including, but not limited to, in paying dividends or transferring any of its assets to any of its Affiliates. (xxii) The Parent shall have at least one Independent Director who is not on the board of directors independent manager and shall have a managing committee separate from that of its sole shareholder of common stock member and any other Person, and shall cause its board of directors managing committee to observe all other corporate limited liability company formalities. (xxiv) The Borrower shall use all reasonable efforts to cause its agents, service providers and other representatives to act at all times without contravention of the foregoing covenants.