Common use of Existence of the Issuer Clause in Contracts

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect their existence and rights as companies formed or organized under the laws of the State of Delaware, and shall obtain and preserve their qualification to do business as foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Debt or any of the Assets. (b) The Issuer shall ensure that all corporate or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, members’, partners’ and shareholders’ or other similar meetings) are followed. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries (except as permitted in this Indenture) and shall not permit to be enacted, or engage in, any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws), (ii) the Issuer shall not (A) have any employees (other than its directors, members or managers, as applicable, to the extent any thereof is deemed to be an employee), (B) except as contemplated by the Collateral Management Agreement, the Certificate of Formation and Limited Liability Company Agreement, engage in any transaction with any shareholder or member, as applicable, that would constitute a conflict of interest or (C) pay dividends other than in accordance with the terms of this Indenture, the Certificate of Formation and Limited Liability Company Agreement and (iii) the Issuer shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements (if any), (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J) correct any known misunderstanding regarding its separate identity.

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

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect their its existence and rights as companies formed or a limited liability company organized under the laws of the State of Delaware, Delaware and shall obtain and preserve their its qualification to do business as a foreign corporations limited liability company in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Debt Notes, or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Subordinated Notes so long as (i) the Issuer has received a legal opinion (upon which the Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Trustee by the Issuer, which notice shall be promptly forwarded by the Trustee to the Holders, the Collateral Manager and to the Rating Agency, and (iii) on or prior to the 15th Business Day following receipt of such notice the Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The Issuer (i) shall ensure that all corporate limited liability company, organizational or other formalities regarding its existence (including, to the extent required by applicable lawif required, holding regular board meetings of directors’the managers and members, members’as applicable, partners’ and shareholders’ or other similar meetings) are followedfollowed and (ii) shall not have any employees (other than its respective officers and managers to the extent they are employees). The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (iA) the Issuer shall not have any subsidiaries subsidiaries; and (B) except as permitted to the extent contemplated in this Indenture) and shall not permit to be enacted, or engage in, any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws)the Limited Liability Company Agreement, (iix) the Issuer shall not (A) have any employees (other than its directors, members or managers, as applicable, to the extent any thereof is deemed to be an employee), (B1) except as contemplated by the Collateral Management Agreement, Agreement or the Certificate of Formation and Limited Liability Company Agreement, engage in any transaction with any shareholder member or member, as applicable, other equityholder that would constitute a conflict of interest or (C2) pay dividends other than in accordance with the terms of this Indenture, Indenture and the Certificate of Formation and Limited Liability Company Agreement and (iiiy) the Issuer shall (A1) maintain books and records separate from any other Person, (B2) maintain its accounts separate from those of any other Person, (C3) not commingle its assets with those of any other Person, (D4) conduct its own business in its own name, (E5) maintain separate financial statements (if any), (F6) pay its own liabilities out of its own funds, (G7) maintain an arm’s length relationship with its Affiliates, (H) 8) use separate stationery, invoices and checks, (I9) hold itself out as a separate Person Person, and (J10) correct any known misunderstanding regarding its separate identity.

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

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

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

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

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

Existence of the Issuer. (a) The Issuer shallshall take all reasonable steps to maintain its identity as a separate legal entity from that of its shareholders or members, to as applicable. The Issuer shall keep its registered office or principal place of business (as the maximum extent permitted by applicable lawcase may be) in the same city, maintain state and country indicated in the address specified in Section 14.3. The Issuer shall keep separate books and records and shall not commingle its funds with those of any other Person. The Issuer shall keep in full force and effect their existence its rights and rights franchises as companies formed or a limited liability company organized under the laws of the State of Delaware, shall comply with the provisions of its Organizational Documents and shall obtain and preserve their its qualification to do business as foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Debt CreditClass A-L1 Loan Agreement, the Class A-L2 Loan Agreement, the Securities or any of the Assets; provided that, subject to Delaware law, the Issuer shall be entitled to change its jurisdiction of formation from Delaware to any other jurisdiction reasonably selected by the Issuer and approved by a Majority of the Preferred Shares in accordance with the Limited Liability Company Agreement, so long as (x) (i) the Issuer has received an Opinion of Counsel (upon which the Collateral Trustee may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Collateral Trustee by the Issuer, which notice shall be promptly forwarded by the Collateral Trustee to the Holders, the Collateral Manager and the Rating Agency and (iii) on or prior to the 15th Business Day following receipt of such notice the Collateral Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change or (y) such change is being made in connection with a supplemental indenture pursuant to Section 8.1(a)(xxviixxix ). (b) The Issuer shall (i) ensure that all corporate limited liability company or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, partners’, members’, partnersmanagers’ and shareholders’ or other similar meetings) are followed, (ii) conduct business in its own name, (iii) correct any known misunderstanding as to its separate existence, (iv) maintain separate financial statements (if any), (v) maintain an arm’s-length relationship with any Affiliates, (vi) maintain adequate capital in light of its contemplated business operations, (vii) not commingle its funds with those of any other entity and (viii) pay its own liabilities out of its own funds. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries (except as permitted in this Indenture) and shall not permit other than any subsidiaries necessitated by a change of jurisdiction pursuant to be enacted, or engage in, any division or plan of division under Delaware law clause (or any comparable event under a different jurisdiction’s lawsa)), and (ii) the Issuer shall not (A) have any employees (other than its directors, members or managers, as applicable, manager and officers) to the extent any thereof is deemed to be an employee)they are employees, (B) except as contemplated by the Collateral Management Agreement, the Certificate of Formation and Limited Liability Company Agreement, engage in any transaction with any shareholder shareholder, member or member, as applicable, partner that would constitute a conflict of interest (provided that each Transaction Document shall not be deemed to be such a transaction that would constitute a conflict of interest) or (C) pay dividends or make distributions to its owners other than in accordance with the terms provisions of this Indenture, . This Section 7.4(b) shall not be binding to the Certificate extent inconsistent with the status of Formation and the Issuer as an entity disregarded from its sole owner for U.S. federal income tax purposes. (c) The Issuer will at all times have at least one Independent manager under the Limited Liability Company Agreement and (iii) the Issuer shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements (if any), (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J) correct any known misunderstanding regarding its separate identityAgreement.

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect their existence and rights as companies formed or organized under the laws of the State of Delaware, and shall obtain and preserve their qualification to do business as foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Loan Agreements, the Debt or any of the Assets. (b) The Issuer shall ensure that all corporate or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, members’, partners’ and shareholders’ or other similar meetings) are followed. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries (except as permitted in this Indenture) and shall not permit to be enacted, or engage in, any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws), (ii) the Issuer shall not (A) have any employees (other than its directors, members or managers, as applicable, to the extent any thereof is deemed to be an employee), (B) except as contemplated by the Collateral Management Agreement, the Certificate of Formation and Limited Liability Company Agreement, engage in any transaction with any shareholder or member, as applicable, that would constitute a conflict of interest or (C) pay dividends other than in accordance with the terms of this Indenture, the Loan Agreements, the Certificate of Formation and Limited Liability Company Agreement and (iii) the Issuer shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements (if any), (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J) correct any known misunderstanding regarding its separate identity. (c) The Issuer may from time to time, as directed by the Collateral Manager, form one or more wholly owned subsidiaries (each, an “Issuer Subsidiary”), subject to the following purposes and criteria: (d) Notwithstanding that the Issuer owns an equity interest in an Issuer Subsidiary for tax and accounting purposes, for all other purposes hereunder and under the other Transaction 144 Documents, including but not limited to reporting and calculations (including the Overcollateralization Ratio Test), each asset held by an Issuer Subsidiary will be deemed to be an Equity Security owned by the Issuer as long as it is held by an Issuer Subsidiary. Any distributions of Cash by the Issuer Subsidiary to the Issuer will be categorized as either Interest Proceeds or Principal Proceeds in accordance with the provisions of this Indenture (as directed by the Collateral Manager to the Trustee in writing) governing Cash received by the Issuer in respect of a Defaulted Obligation. The relevant Issuer Subsidiary shall use commercially reasonable efforts to dispose of all assets prior to the earliest Stated Maturity. (e) The transfer of an asset from the Issuer to an Issuer Subsidiary, or from an Issuer Subsidiary to the Issuer or another Issuer Subsidiary, will not be considered a sale, purchase or other disposition under Article XII. An Issuer Subsidiary, or the Collateral Manager on its behalf, may sell an asset held by an Issuer Subsidiary at any time (without regard to whether an Event of Default has occurred and is continuing) and must use commercially reasonable efforts to sell or otherwise dispose of an asset it owns prior to the earliest Stated Maturity, subject to applicable law and/or contractual restrictions. (f) The Issuer shall not exercise any voting rights with respect to the equity interest of an Issuer Subsidiary seeking any institution of any action to have such Issuer Subsidiary adjudicated as bankrupt or insolvent, any consent to the institution of bankruptcy or insolvency proceedings against it, any request or consent to the entry of any order for relief or the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official for it or for any substantial part of its property, any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, any making of any general assignment for the benefit of creditors, or any admission in writing that it is unable to pay its debts generally as they become due prior to the date which is one year (or, if longer, the applicable preference period) plus one day after the payment in full of all Secured Debt. (g) The Issuer (or the Collateral Manager on its behalf) may take or may direct the Trustee (upon written direction and certification that such direction is permitted under this Section 7.4, which certification shall be deemed provided upon delivery of any such written direction) to take any action necessary or reasonable to enable an Issuer Subsidiary to engage in any lawful act or activity and to exercise any powers permitted under the laws of the jurisdiction of its formation that are related to or incidental to and necessary, convenient or advisable to accomplish any of the provisions set forth in this Section 7.4. For the avoidance of doubt, the Trustee shall be entitled to the benefit of every provision of this Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee with respect to any action taken hereunder. (h) The Trustee shall have no obligation or duty to determine whether an entity or subsidiary meets the criteria of an Issuer Subsidiary as defined herein and for such purposes, the Trustee shall be entitled to rely conclusively on an Issuer Order (which may be executed by an Officer of the Collateral Manager) to the effect that the Issuer Subsidiary requirements have been met.

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect their its existence and rights as companies a limited liability company formed or organized under the laws of the State of Delaware, and shall obtain and preserve their its qualification to do business as foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Credit Agreement, the Debt or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Subordinated Notes so long as (i) the Issuer has received a legal opinion (upon which the Collateral Trustee and the Loan Agent may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Collateral Trustee by the Issuer, which notice shall be promptly forwarded by the Collateral Trustee to the Holders, the Collateral Manager and to the Rating Agency, (iii) the S&P Rating Condition is satisfied and (iv) on or prior to the 15th Business Day following receipt of such notice the Collateral Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The Issuer (i) shall ensure that all corporate organizational or other formalities regarding its existence (including, to the extent required by applicable lawif required, holding regular board meetings of directors’, members’, partners’ its manager(s) and shareholders’ member(s) or other similar meetings) are followedfollowed and (ii) shall not have any employees (other than its managers to the extent they are employees). The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (iA) the Issuer shall not have any subsidiaries subsidiaries; and (except as permitted in this IndentureB) and shall not permit to be enacted, or engage in, any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws), (iix) the Issuer shall not (A) have any employees (other than its directors, members or managers, as applicable, to the extent any thereof is deemed to be an employee), (B1) except as contemplated by the Collateral Management Agreement, Agreement or the Certificate of Formation and Limited Liability Company AgreementIssuer's limited liability company agreement, engage in any transaction with any shareholder or member, as applicable, member that would constitute a conflict of interest or (C2) pay dividends or distributions other than in accordance with the terms of this Indenture, Indenture and the Certificate of Formation and Limited Liability Company Agreement Issuer's limited liability company agreement and (iiiy) the Issuer shall (A1) maintain books and records separate from any other Person, (B2) maintain its accounts separate from those of any other Person, (C3) not commingle its assets with those of any other Person, (D4) conduct its own business in its own name, (E5) maintain separate financial statements (if any)statements, (F6) pay its own liabilities out of its own funds, (G7) maintain an arm’s 's length relationship with its Affiliates, (H) 8) use separate stationery, invoices and checks, (I9) hold itself out as a separate Person and Person, (J10) correct any known misunderstanding regarding its separate identityidentity and (11) have at least one Independent Manager.

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

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect their existence and rights as companies formed or organized under the laws of the State of Delaware, and shall obtain and preserve their qualification to do business as foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Class A-L Loan Agreement, the Debt or any of the Assets. (b) The Issuer shall ensure that all corporate or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, members’, partners’ and shareholders’ or other similar meetings) are followed. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries (except as permitted in this Indenture) and shall not permit to be enacted, or engage in, any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws), (ii) the Issuer shall not (A) have any employees (other than its directors, members or managers, as applicable, to the extent any thereof is deemed to be an employee), (B) except as contemplated by the Collateral Management Agreement, the Certificate of Formation and Limited Liability Company Agreement, engage in any transaction with any shareholder or member, as applicable, that would constitute a conflict of interest or (C) pay dividends other than in accordance with the terms of this Indenture, the Class A-L Loan Agreement, the Certificate of Formation and Limited Liability Company Agreement and (iii) the Issuer shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements (if any), (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J) correct any known misunderstanding regarding its separate identity.

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect their its existence and rights as companies a statutory trust formed or organized under the laws of the State of Delaware, and shall obtain and preserve their its qualification to do business as foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Credit Agreements, the Debt or any of the Assets; provided that the Issuer shall be entitled to change its jurisdiction of formation from the State of Delaware to any other jurisdiction reasonably selected by the Issuer at the direction of a Majority of the Subordinated Notes so long as (i) the Issuer has received a legal opinion (upon which the Collateral Trustee and the Loan Agent may conclusively rely) to the effect that such change is not disadvantageous in any material respect to the Holders, (ii) written notice of such change shall have been given to the Collateral Trustee by the Issuer, which notice shall be promptly forwarded by the Collateral Trustee to the Holders, the Collateral Manager and to the Rating Agency and (iii) on or prior to the 15th Business Day following receipt of such notice the Collateral Trustee shall not have received written notice from a Majority of the Controlling Class objecting to such change. (b) The Issuer (i) shall ensure that all corporate organizational or other formalities regarding its existence (including, to the extent required by applicable lawif required, holding regular meetings of the board of directors’, members’trustees, beneficial owners, managers, shareholders and partners’ and shareholders’ , as applicable, or other similar meetings) are followedfollowed and (ii) shall not have any employees (other than its directors, managers, beneficial owners, trustees and partners to the extent they are employees). The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (iA) the Issuer shall not have any subsidiaries subsidiaries; and (except as permitted in this IndentureB) and shall not permit to be enacted, or engage in, any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws), (iix) the Issuer shall not (A) have any employees (other than its directors, members or managers, as applicable, to the extent any thereof is deemed to be an employee), (B1) except as contemplated by the Collateral Management Agreement, Agreement or the Certificate of Formation and Limited Liability Company Trust Agreement, engage in any transaction with any shareholder or member, as applicable, holder of trust interests that would constitute a conflict of interest or (C2) pay dividends or distributions other than in accordance with the terms of this Indenture, Indenture and the Certificate of Formation and Limited Liability Company Trust Agreement and (iiiy) the Issuer shall (A1) maintain books and records separate from any other Person, (B2) maintain its accounts separate from those of any other Person, (C3) not commingle its assets with those of any other Person, (D4) conduct its own business in its own name, (E5) maintain separate financial statements (if any)statements, (F6) pay its own liabilities out of its own funds, (G7) maintain an arm’s 's length relationship with its Affiliates, (H) 8) use separate stationery, invoices and checks, (I9) hold itself out as a separate Person and Person, (J10) correct any known misunderstanding regarding its separate identityidentity and (11) have at least one Independent Manager that is Independent of the Collateral Manager.

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

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect their existence and rights as companies formed or organized under the laws of the State of Delaware, and shall obtain and preserve their qualification to do business as foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Class A-L Loan Agreements, the Debt or any of the Assets. (b) The Issuer shall ensure that all corporate or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, members’, partners’ and shareholders’ or other similar meetings) are followed. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries (except as permitted in this Indenture) and shall not permit to be enacted, or engage in, any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws), (ii) the Issuer shall not (A) have any employees (other than its directors, members or managers, as applicable, to the extent any thereof is deemed to be an employee), (B) except as contemplated by the Collateral Management Agreement, the Certificate of Formation and Limited Liability Company Agreement, engage in any transaction with any shareholder or member, as applicable, that would constitute a conflict of interest or (C) pay dividends other than in accordance with the terms of this Indenture, the Class A-L Loan Agreements, the Certificate of Formation and Limited Liability Company Agreement and (iii) the Issuer shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements (if any), (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J) correct any known misunderstanding regarding its separate identity.

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

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

Existence of the Issuer. (a) The Issuer shall, to the maximum extent permitted by applicable law, maintain in full force and effect their existence and rights as companies formed or organized under the laws Existence of the State of Delaware, and shall obtain and preserve their qualification to do business as foreign corporations in each jurisdiction in which such qualifications are or shall be necessary to protect the validity and enforceability of this Indenture, the Debt or any of the AssetsIssuer. (b) The Issuer shall ensure that all corporate or other formalities regarding its existence (including, to the extent required by applicable law, holding regular board of directors’, members’, partners’ and shareholders’ or other similar meetings) are followed. The Issuer shall not take any action, or conduct its affairs in a manner, that is likely to result in its separate existence being ignored or in its assets and liabilities being substantively consolidated with any other Person in a bankruptcy, reorganization or other insolvency proceeding. Without limiting the foregoing, (i) the Issuer shall not have any subsidiaries (except as permitted in this Indenture) and shall not permit to be enacted, or engage in, any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws), (ii) the Issuer shall not (A) have any employees (other than its directors, members or managers, as applicable, to the extent any thereof is deemed to be an employee), (B) except as contemplated by the Collateral Management Agreement, the Certificate of Formation and Limited Liability Company Agreement, engage in any transaction with any shareholder or member, as applicable, that would constitute a conflict of interest or (C) pay dividends other than in accordance with the terms of this Indenture, the Class A-L Loan Agreement, the Certificate of Formation and Limited Liability Company Agreement and (iii) the Issuer shall (A) maintain books and records separate from any other Person, (B) maintain its accounts separate from those of any other Person, (C) not commingle its assets with those of any other Person, (D) conduct its own business in its own name, (E) maintain separate financial statements (if any), (F) pay its own liabilities out of its own funds, (G) maintain an arm’s length relationship with its Affiliates, (H) use separate stationery, invoices and checks, (I) hold itself out as a separate Person and (J) correct any known misunderstanding regarding its separate identity.