No Credit Party is a Covered Entity.

No Loan Party has been known by any other corporate name in the past five years and no Loan Party sells Inventory under any other name except as set forth on [Schedule 5.21], nor has any Loan Party been the surviving company of a merger or consolidation or acquired all or substantially all of the assets of any Person during the preceding five (5) years.

Affiliated Entity. An entity which is affiliated by common ownership or control with the Company.

Covered Entity No Borrower is a Covered Entity

Acquired Rights. The Participant acknowledges and agrees that: # the Company may terminate or amend the Plan at any time; # the award of PSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; # no past grants or awards (including, without limitation, the PSUs awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and # any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

ARTICLE # AFFIRMATIVE COVENANTS

Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

Seller Entity Facilities. [Schedule 4.9] sets forth a true, correct and complete list of all Owned Facilities and all Leased Facilities, in each case, as of the Effective Date.

No Acquired Rights. In participating in the Plan, the Participant acknowledges and accepts that the Board has the power to amend or terminate the Plan, to the extent permitted thereunder, at any time and that the opportunity given to the Participant to participate in the Plan is entirely at the discretion of the Board and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms).

No Acquired Rights. The Participant acknowledges and accepts that the Board and the Committee have the power to amend or terminate the Plan and the LTIP, to the extent permitted thereunder, at any time and that the granting of this Award to the Participant to participate is entirely at the discretion of the Committee and does not obligate the Company or any of its Affiliates to offer such participation in the future (whether on the same or different terms). The Participant further acknowledges and accepts that this Award is not to be considered part of any normal or expected compensation and that the termination of the Participant's employment under any circumstances whatsoever will give the Participant no claim or right of action against the Company or its Affiliates in respect of any loss of rights under this Agreement, the Plan or the LTIP that may arise as a result of such termination of employment.

“Pro Forma Entity” means any Acquired Entity or Business, any Sold Entity or Business, any Converted Restricted Subsidiary or any Converted Unrestricted Subsidiary.

“Permitted Acquisition” shall mean # the Redflex Acquisition and # any other acquisition by Lead Borrower or any of its Restricted Subsidiaries of an Acquired Entity or Business; provided that, in the case of this [clause (y)], (i) the Acquired Entity or Business acquired is in a business permitted by [Section 10.09] and # all applicable requirements of [Section 9.14] are satisfied.

“Residual Interests” means any residual or retained ownership interest (which may constitute Equity Interests, Indebtedness or any other interests) held by or acquired by the Borrower or a Subsidiary in any Securitization Entity or the Warehouse Facility Entity, regardless of whether required to appear on the face of the consolidated financial statements in accordance with GAAP. For the avoidance of doubt, # all of the ownership interests in any Securitization Issuer Entity (including # pass-through certificates representing undivided beneficial ownership interests in the assets of any Securitization Issuer Entity and # asset-backed notes issued by any Securitization Issuer Entity backed by the assets of such Securitization Issuer Entity) held by or acquired by the Borrower or a Subsidiary, # all of the Equity Interests in any Securitization Depositor Entity held by or acquired by the Borrower or a Subsidiary and # all of the Equity Interests in the Warehouse Facility Entity held by or acquired by the Borrower or a Subsidiary, in each case, shall constitute Residual Interests.

“Acquired Business” means the entity or assets acquired by the Borrower or a Subsidiary in an Acquisition, whether before or after the date hereof.

​" data-ad-level="0">“Acquired Entity” has the meaning specified in the definition of “Permitted Acquisition”.

Transfers to a Related Entity. In the event you transfer to an Affiliate as a result of actions by the Company, any reference to “Company” in this [Annex A] will be deemed to refer to such Affiliate in addition to the Company.

the Easements;

enter into, terminate or materially amend any Material Contract or Real Property Lease (including any Contract or Real Property Lease with respect to any Acquired Entity that would have been a Material Contract or Real Property Lease had such Acquired Entity been a Group Company on the date of this Agreement);