Common use of Covenants Applicable to Seller Clause in Contracts

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement; (c) not make any loans or advances to any Affiliate or any other Person and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; (e) comply with the provisions of its Governing Documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; (g) maintain all of its books, records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheet; (i) file its own tax returns separate from those of any other Person, except to the extent that each Seller is not required to file tax returns under Requirements of Law; (j) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; (k) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (l) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (m) not commingle its funds or other assets with those of any Affiliate or any other Person; (n) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (o) not guarantee any obligation of any Person, including any Affiliate, become obligated for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (p) from and after the SPV Conversion Date for such Seller, abide by the Independent Manager Provisions; (q) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than those available to unaffiliated parties in an arm’s length transaction; (r) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (s) use separate stationary, invoices and checks bearing its own name; (t) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; (u) not pledge its assets to secure the obligations of any other Person; and (v) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, business other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; , (b) except as permitted by Section 8.04, not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ii) with respect to the Purchased Asset Mortgage Loan Documents and the Retained Interests, (IIii) commitments to make loans which may become Eligible Purchased Assets, and (IIIiii) as otherwise permitted under this Agreement; , (c) not make any loans or advances to any Affiliate or any other Person third-party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (e) comply with the provisions of its Governing Documents; , (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not materially amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; without Buyer’s prior written consent, (g) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Person; its Affiliates (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (Ii) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (IIii) such assets shall also be listed on such Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller consolidation is not required to file tax returns or permitted under Requirements of Law; ), (jh) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (ki) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, (lj) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); , (mk) not commingle its funds or other assets with those of any Affiliate or any other Person; Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others, (nl) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (om) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (n) shall be a Delaware limited liability company, (o) not take any Insolvency Action without the prior unanimous written consent of all of its Independent Directors, (p) from (i) have at all times at least one Independent Director (or such greater number as required by Buyer or any Rating Agency) and after (ii) provide Buyer with up to date contact information for each such Independent Director and a copy of the SPV Conversion Date agreement pursuant to which such Independent Director consents to and serves as an “Independent Director” for such Seller, abide by the Independent Manager Provisions; (q) the Governing Documents for Seller shall provide (i) that Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (ii) to the extent permitted by Requirements of Law, that any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the Equity Interest in Seller and any Affiliates of Seller except for Seller and the creditors of Seller with respect to taking of, or otherwise voting on, the Insolvency Action; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (r) shall have either (A) a member which owns no economic interest in the company, has signed the company’s limited liability company agreement and has no obligation to make capital contributions to the company, or capital distributions permitted (B) one Person that is not a member of the company, that has signed its limited liability company agreement and that, under the terms and conditions of its Governing Documents and properly reflected on such limited liability company agreement becomes a member of the books and records company immediately prior to the resignation or dissolution of each applicable Sellerthe last remaining member of the company, (s) not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s length transaction; , (r) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (st) use separate stationary, invoices and checks bearing its own name; , (tu) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, (uv) not pledge its assets to secure the obligations of any other Person; , and (vw) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (ai) own no assets, and shall not engage in any business, other than entering into and performing its obligations under the assets Repurchase Documents, and transactions specifically contemplated by this Agreement activities incidental thereto, which activities may include acquiring, originating, and any other Repurchase Document; administering loans in connection with entering into the Transactions, (bii) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement; , (ciii) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (div) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; provided, however, that the foregoing provisions of this clause (eiv) shall not, in and among themselves, require any shareholder, partner or member of such entity, as applicable, to make additional capital contributions to such entity, (v) comply with the provisions of its Governing Documents; , (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents without the prior written consent of Buyer; provided, however, that Buyer’s consent shall not be required for ministerial, typographical or other clerical modifications or amendments with respect no material effect so long as Seller provides prior written notice thereof to Buyer, (vii) except as provided in the matters set forth in this Article 9; (g) Compliance Certificate, maintain all of its books, records records, financial statements and bank accounts separate from those of any other Personits Affiliates; (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that each Seller’s assets statements may be included in consolidated to the extent consolidation is required under GAAP or as a consolidated financial statement matter of its Affiliate Requirements of Law; provided that (IA) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and and, (IIB) such assets shall also be listed on such Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller it is treated as a disregarded entity and is not required to file tax returns under applicable Requirements of Law; ), (jviii) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business solely in its own name, and shall not identify itself or any of its Affiliates as a division or department of the other; , (kix) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsoperations and shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall remain Solvent; provided, however, that the foregoing provisions of this clause (lix) shall not require any shareholder, partner or member of such entity, as applicable, to make additional capital contributions to such entity, (x) to the fullest extent permitted by law, law not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); , (mxi) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Person; , (nxii) except as provided in the Compliance Certificate, maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (oxiii) not guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts or obligations of any other Person, Person and not hold itself out to be responsible for the debts or hold out its credit or assets as being available pay the obligations of any other Person, (pxiv) from not, without the prior unanimous written consent of all of its Independent Directors or Independent Managers, take any Insolvency Action, (xv) (I) have at all times at least one (1) Independent Director or Independent Manager (or such greater number as reasonably required by Buyer or any Rating Agency, upon ten (10) Business Days’ prior written notice to Seller) whose vote is required to take any Insolvency Action, and after (II) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the SPV Conversion Date agreement pursuant to which such Independent Director or Independent Manager consents to and serves as an “Independent Director” or “Independent Manager” for such Seller, abide (xvi) the Governing Documents for Seller shall provide that for so long as any Repurchase Obligations remain outstanding, (I) that Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (II) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (III) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Independent Manager ProvisionsGoverning Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (qxvii) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction transaction, contract or agreement with an Affiliate of Seller except in the ordinary course of business on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; , (rxviii) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (s) use separate stationary, invoices and checks bearing its own name; (txix) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; , (uxx) not pledge its assets to secure the obligations of any other Person; Person and not hold the credit or assets of any affiliate out to satisfy its debts or obligations (vexcept Guarantor with respect to the Guarantee Agreement), (xxi) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity, and (xxii) not take legal title to any real property of any kind.

Covenants Applicable to Seller. Each Seller shall (ai) own no assetsassets other than the Whole Loans identified to Buyer as Central Campus and Fountains at Lake Success and 120-125 Riverside, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; , (bii) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Mortgage Loan Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, (III) unsecured trade debt not to exceed $100,000 incurred in the ordinary course of business, and (IIIIV) as otherwise permitted under this Agreement; , (ciii) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (div) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (ev) comply with the provisions of its Governing Documents; , (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to without the matters set forth in this Article 9; prior written consent of Buyer, (gvii) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Personits Affiliates; (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (Ii) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (IIix) such assets shall also be listed on such Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller consolidation is not required to file tax returns or permitted under Requirements of Law; ), (jh) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (kix) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, (lx) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); , (mxi) not commingle its funds or other assets with those of any Affiliate or any other Person; Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others, (nxii) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (oxiii) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (pxiv) from not, without the prior unanimous written consent of all of its Independent Directors, take any Insolvency Action, (xv) (I) have at all times at least one (1) Independent Director whose vote is required to take any Insolvency Action, and after (II) provide Buyer with up-to-date contact information for each such Independent Director and a copy of the SPV Conversion Date agreement pursuant to which such Independent Director consents to and serves as an “Independent Director” for such Seller, abide (xvi) the Governing Documents for Seller shall provide that for so long as any Repurchase Obligations remain outstanding, that (I) Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director, (II) to the fullest extent permitted by the law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager Provisions; shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (qIII) except for capital contributions duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or capital distributions permitted under Seller’s respective creditors solely to the terms and conditions extent of its Governing Documents and properly reflected on the books and records of each applicable their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (xvii) not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; , (rxviii) maintain a sufficient number of employees (or, subject to clause (xx) below, the ability to utilize employees of its Affiliates) in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (sxix) use separate stationary, invoices and checks bearing its own name; , (txx) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, (uxxi) not pledge its assets to secure the obligations of any other Person; , and (vxxii) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; , (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ii) with respect to the Purchased Asset Mortgage Loan Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, Interests and (IIIii) as otherwise permitted under this Agreement; , (c) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets Mortgage Loans for purchase under the Repurchase Documents; , (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (e) comply with the provisions of its Governing Documents; , (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; Documents, (g) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Person; its Affiliates (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (Ii) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (IIii) such assets shall also be listed on such Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller consolidation is not required to file tax returns or permitted under Requirements of Law; ), (jh) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (ki) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, (l) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (mj) not commingle its funds or other assets with those of any Affiliate or any other Person; Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others, (nk) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (ol) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (pm) from and after provide Buyer at least two (2) Business Days prior notice of the SPV Conversion Date for such removal and/or replacement of any Qualified Trustee of Seller, abide by the Independent Manager Provisions; (q) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than those available to unaffiliated parties in an arm’s length transaction; (r) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (sn) use separate stationarystationery, invoices and checks bearing its own name; , (to) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; Affiliate and (up) not pledge its assets to secure the obligations of any other Person; . Seller shall have a Qualified Trustee serving as its trustee and (v) shall not formtake, acquire and shall not cause or hold permit its trustee to take, any Subsidiary or own any Insolvency Action with respect to Seller without the consent of 100% of the holders of Seller’s Equity Interest in any other entityInterest.

Covenants Applicable to Seller. Each Seller shall (ai) own and has owned no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; Document (bprovided, however, that it shall not be a breach of the foregoing covenant if Seller holds any Senior Interest or Junior Interest in a Whole Loan or Mezzanine Loan which such Senior Interest or Junior Interest does not become a Purchased Asset hereunder provided that such Asset is transferred to an Affiliate of Seller prior to the Purchase Date for the related Purchased Asset), (ii) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement; , (ciii) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (div) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (ev) comply with the provisions of its Governing Documents; , (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with in any material respect to without the matters set forth in this Article 9; prior written approval of Buyer, (gvii) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Person; its Affiliates (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller consolidation is not required to file tax returns or permitted under Requirements of Law; ), (jviii) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (kix) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, (lx) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except in the ordinary course of its business or as contemplated herein); , (mxi) not commingle its funds or other assets with those of any Affiliate or any other Person (except with those of the other Seller in accordance with the terms of the Repurchase Documents) and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Person; , (nxii) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (oxiii) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other PersonPerson (except for the other Seller in accordance with the terms of the Repurchase Documents), (pxiv) from not, without the prior unanimous written consent of all of its Independent Directors or Independent Managers, take any Insolvency Action, (xv) (I) have at all times at least one (1) Independent Director or Independent Manager (whose vote is required to take any Insolvency Action), or such greater number if necessary to comply with customary industry standards then-currently applicable to bankruptcy remote entities, and after (II) provide Buyer with up-to-date contact information for each such Independent Director(s) or Independent Manager(s) and a copy of the SPV Conversion Date agreement pursuant to which each Independent Director(s) or Independent Manager(s) consents to and serves as an “Independent Director” or “Independent Manager” for such Seller, abide (xvi) the Governing Documents for Seller shall provide that for so long as any Repurchase Obligations remain outstanding, that (I) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (II) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (III) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Independent Manager ProvisionsGoverning Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (qxvii) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; , (rxviii) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (sxix) use separate stationary, invoices and checks bearing its own name; , (txx) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, (uxxi) not pledge its assets to secure the obligations of any other Person; , and (vxxii) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement; (c) not make any loans or advances to any Affiliate or any other Person and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; (e) comply with the provisions of its Governing Documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; (g) maintain all of its books, records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheet; (i) file its own tax returns separate from those of any other Person, except to the extent that each Seller is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under Requirements of Law; (j) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; (k) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (l) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein)) nor shall Seller adopt, file, or effect a Division; (m) not commingle its funds or other assets with those of any Affiliate or any other Person; (n) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (o) not guarantee any obligation of any Person, including any Affiliate, become obligated for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (p) from not, without the prior unanimous written consent of all of its Independent Directors or Independent Managers, take any Insolvency Action, (q) (I) have at all times at least one (1) Independent Director or Independent Manager whose vote is required to take any Insolvency Action, and after the SPV Conversion Date (II) provide Buyer with up-to-date contact information for each such SellerIndependent Director or Independent Manager; (r) have Governing Documents that provide that for so long as any Repurchase Obligations remain outstanding, abide by (I) the Independent Manager Provisionsor Independent Director may be removed only for Cause, (II) that Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (III) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (IV) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; provided, further, in each case under this sub-clause 9.01(r), that Seller shall not be in breach of this covenant if an Independent Director or Independent Manager resigns, is unable to serve as an Independent Manager or is otherwise incapacitated so long as Seller and/or its governing body replaces such Independent Director or Independent Manager as soon as practicable thereafter; (qs) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; (rt) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (su) use separate stationary, invoices and checks bearing its own name; (tv) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; (uw) except pursuant to the Repurchase Documents, not pledge its assets to secure the obligations of any other Person; and (vx) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity. Seller has complied with the covenants set forth in this Section 9.01 since the date of its formation.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, business other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; , (b) except as permitted by Section 8.04, not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ii) with respect to the Purchased Asset Mortgage Loan Documents and the Retained Interests, (IIii) commitments to make loans which may become Eligible Purchased Assets, and (IIIiii) as otherwise permitted under this Agreement; , (c) not make any loans or advances to any Affiliate or any other Person third-party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (e) comply with the provisions of its Governing Documents; , (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not materially amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; without Buyer’s prior written consent, (g) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Person; its Affiliates (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (Ii) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (IIii) such assets shall also be listed on such Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller consolidation is not required to file tax returns or permitted under Requirements of Law; ), (jh) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (ki) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, (lj) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); , (mk) not commingle its funds or other assets with those of any Affiliate or any other Person; Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others, (nl) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (om) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (n) shall be a Delaware limited liability company, (o) not take any Insolvency Action without the prior unanimous written consent of all of its Independent Directors, (p) from (i) have at all times at least one Independent Director (or such greater number as required by Buyer or any Rating Agency) and after (ii) provide Buyer with up to date contact information for each such Independent Director and a copy of the SPV Conversion Date agreement pursuant to which such Independent Director consents to and serves as an “Independent Director” for such Seller, abide by the Independent Manager Provisions; (q) the Governing Documents for Seller shall provide (i) that Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (ii) to the extent permitted by Requirements of Law, that any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the Equity Interest in Seller and any Affiliates of Seller except for Seller and the creditors of Seller with respect to taking of, or otherwise voting on, the Insolvency Action; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (r) shall have either (A) a member which owns no economic interest in the company, has signed the company’s limited liability company agreement and has no obligation to make capital contributions to the company, or capital distributions permitted (B) one Person that is not a member of the company, that has signed its limited liability company agreement and that, under the terms and conditions of its Governing Documents and properly reflected on such limited liability company agreement becomes a member of the books and records company immediately prior to the resignation or dissolution of each applicable Sellerthe last remaining member of the company, (s) not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s length transaction; , (r) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employeesoperations, if any, only from its own funds; (s) use separate stationary, invoices and checks bearing its own name; , (t) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, (u) not pledge its assets to secure the obligations of any other Person; , and (v) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than (i) the assets and transactions specifically contemplated by this Agreement and any other Repurchase DocumentDocument and (ii) any assets that are either (Y) intended to be sold to Buyer pursuant to a Transaction hereunder but not actually sold to Buyer hereunder, or (Z) actually sold to Buyer pursuant to a Transaction hereunder but subsequently repurchased by Seller from Buyer in accordance with this Agreement so long as, in either such case, Seller fully divests itself from the related asset within ten (10) Business Days from, as appropriate, either the date that Buyer notifies Seller that the related proposed transaction was not approved by Buyer or the related asset was repurchased by Seller in accordance with this Agreement; (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, (III) unsecured trade payables not to exceed $250,000 incurred in the ordinary course of business, and (IIIIV) as otherwise permitted under this Agreement; (c) not make any loans or advances to any Affiliate or any other Person and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase or intended for purchase under the Repurchase Documents; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; (e) comply with the provisions of its Governing Documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; (g) maintain all of its books, records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheet; (i) file its own tax returns separate from those of any other Person, except to the extent that each Seller is not required to file tax returns under Requirements of Law; (j) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; (k) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (l) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (m) not commingle its funds or other assets with those of any Affiliate or any other Person; (n) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (o) not guarantee any obligation of any Person, including any Affiliate, become obligated for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (p) from and after the SPV Conversion Date for such Seller, abide by the Independent Manager Provisions; (q) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than those available to unaffiliated parties in an arm’s length transaction; (r) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (s) use separate stationary, invoices and checks bearing its own name; (t) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; (u) not pledge its assets to secure the obligations of any other Person; and (v) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (a) own and has owned no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; , (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ii) with respect to the Purchased Asset Documents and the Retained Interests, (IIii) commitments to make loans which may become Eligible Assets, and (IIIiii) as otherwise permitted under this Agreement; , (c) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (e) comply with the provisions of its Governing Documents; , (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with in any material respect to without the matters set forth in this Article 9; prior written approval of Buyer, (g) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Person; its Affiliates (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (Ii) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (IIii) such assets shall also be listed on such Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller consolidation is not required to file tax returns or permitted under Requirements of Law; ), (jh) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (ki) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, (lj) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); , (mk) not commingle its funds or other assets with those of any Affiliate or any other Person; Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others, (nl) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (om) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (n) not, without the prior unanimous written consent of all of its Independent Directors, take any Insolvency Action, (o) (i) have at all times at least one Independent Director, or such greater number if necessary to comply with customary industry standards then-currently applicable to bankruptcy remote entities, and (ii) provide Buyer with up-to-date contact information for all Independent Director(s) and a copy of the agreement pursuant to which each Independent Director consents to and serves as an “Independent Director” for Seller, (p) from and after the SPV Conversion Date Governing Documents for such Seller, abide by Seller shall provide (i) that Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager ProvisionsDirector, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (ii) that any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the Equity Interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, the Insolvency Action; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (q) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; , (r) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employeesoperations, if any, only from its own funds; (s) use separate stationary, invoices and checks bearing its own name; , and (t) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, and (u) not pledge its assets to secure the obligations of any other Person; , and (v) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than the assets necessary to operate its business as contemplated by this Agreement (including the Purchased Asset and any REO Owner) and transactions specifically contemplated by this Agreement and any other Repurchase Document; Document and any business that is incidental, necessary and appropriate to accomplish the foregoing, (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ii) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (IIIii) as otherwise permitted under this Agreement; , (c) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase except as permitted under the Repurchase Documents; this Agreement, (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (e) comply with the provisions of its Governing Documents; , (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; Documents, (g) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Person; (h) maintain its Affiliates, except that no separate financial statements, showing its assets and liabilities separate and apart from statements will be required if such financial information is consolidated with those of any other Person and not have its assets listed on any financial statement of any other Persondirect or indirect parent (“Parent”) in accordance with GAAP; provided, howeverthat, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (I) if permitted by GAAP, appropriate notation shall be made on such consolidated financial statements to indicate that certain of the separateness of such Seller from such Affiliate and to indicate that Seller’s consolidated assets and credit are not available to satisfy the debts and other obligations of such the Parent, any Affiliate or any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheet; (i) file its own tax returns separate from those of any other Person, except to the extent that each Seller is not required to file tax returns under Requirements of Law; (jh) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (ki) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, provided, however, that the foregoing shall not require any member of Seller to make any additional capital contributions to Seller, (lj) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); , (mk) not commingle its funds or other assets with those of any Affiliate or any other Person; Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others, (nl) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (om) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (n) not, without the prior unanimous written consent of all of its Independent Managers, take any Insolvency Action, (o) (i) have at all times at least one Independent Manager and (ii) provide Agent with up-to-date contact information for each such Independent Manager and a copy of the agreement pursuant to which such Independent Manager consents to and serves as an “Independent Manager” for Seller, (p) from the Governing Documents for Seller shall provide (i) that Agent be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Manager, together with the name and after contact information of the SPV Conversion Date for such Seller, abide by the replacement Independent Manager Provisionsand evidence of the replacement’s satisfaction of the definition of Independent Manager and (ii) that any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the Equity Interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, the Insolvency Action; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (q) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; , (r) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employeesoperations, if any, only from its own funds; (s) use separate stationary, invoices and checks bearing its own name; , and (t) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, (u) not pledge its assets to secure the obligations of any other Person; , and (v) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entityentity other than a REO Owner.

Covenants Applicable to Seller. Each Seller shall (ai) own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; , (bii) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement; , (ciii) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (div) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (ev) comply with the provisions of its Governing Documents; , (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to without the matters set forth in this Article 9; prior written consent of Buyer, (gvii) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Personits Affiliates; (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (Ii) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (IIix) such assets shall also be listed on such Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller consolidation is not required to file tax returns or permitted under Requirements of Law; ), (jh) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (kix) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, (lx) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); , (mxi) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Person; , (nxii) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (oxiii) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (pxiv) from not, without the prior unanimous written consent of all of its Independent Directors or Independent Managers, take any Insolvency Action, (xv) (I) have at all times at least two Independent Directors or Independent Managers whose vote is required to take any Insolvency Action, and after (II) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the SPV Conversion Date agreement pursuant to which such Independent Director or Independent Manager consents to and serves as an “Independent Director” or “Independent Manager” for such Seller, abide (xvi) the Governing Documents for Seller shall provide that for so long as any Repurchase Obligations remain outstanding, (I) that Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (II) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (III) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Independent Manager ProvisionsGoverning Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (qxvii) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; , (rxviii) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (sxix) use separate stationary, invoices and checks bearing its own name; , (txx) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, (uxxi) not pledge its assets to secure the obligations of any other Person; , and (vxxii) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement; (c) not make any loans or advances to any Affiliate or any other Person and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; (e) comply with the provisions of its Governing Documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; (g) maintain all of its books, records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheet; (i) file its own tax returns separate from those of any other Person, except to the extent that each Seller is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under Requirements of Law; (j) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; (k) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (l) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (m) not commingle its funds or other assets with those of any Affiliate or any other Person; (n) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (o) not guarantee any obligation of any Person, including any Affiliate, become obligated for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (p) from not, without the prior unanimous written consent of all of its Independent Directors or Independent Managers, take any Insolvency Action, (q) (I) have at all times at least one (1) Independent Director or Independent Manager whose vote is required to take any Insolvency Action, and after the SPV Conversion Date (II) provide Buyer with up-to-date contact information for each such SellerIndependent Director or Independent Manager; (r) have Governing Documents that provide that for so long as any Repurchase Obligations remain outstanding, abide by (I) the Independent Manager Provisionsor Independent Director may be removed only for Cause, (II) that Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (III) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (IV) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; provided, further, in each case under this sub-clause 9.01(r), that Seller shall not be in breach of this covenant if an Independent Director or Independent Manager resigns, is unable to serve as an Independent Manager or is otherwise incapacitated so long as Seller and/or its governing body replaces such Independent Director or Independent Manager as soon as practicable thereafter; (qs) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; (rt) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (su) use separate stationary, invoices and checks bearing its own name; (tv) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; (uw) except pursuant to the Repurchase Documents, not pledge its assets to secure the obligations of any other Person; and (vx) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity. Seller has complied with the covenants set forth in this Section 9.01 since the date of its formation.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement; (c) not make any loans or advances to any Affiliate or any other Person and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; (e) comply with the provisions of its Governing Documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 99 without the prior written consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed; (g) maintain all of its books, records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that each the Seller’s assets and liabilities may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation disclosure shall be made on such consolidated financial statements to indicate the separateness which of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or pledged as collateral for any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheetsecurity agreement; (i) file its own tax returns separate from those of any other Person, except to the extent that each Seller is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under Requirements of Law; (j) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; (k) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (l) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (m) not commingle its funds or other assets with those of any Affiliate or any other Person; (n) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (o) not guarantee any obligation of any Person, including any Affiliate, become obligated for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (p) from not, without the prior unanimous written consent of all of its Independent Directors or Independent Managers, take any Insolvency Action, (q) (I) have at all times at least one (1) Independent Director or Independent Manager whose vote is required to take any Insolvency Action, and after (II) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the SPV Conversion Date agreement pursuant to which such Independent Director or Independent Manager consents to and serves as an “Independent Director” or “Independent Manager” for such Seller; (r) have Governing Documents that provide that for so long as any Repurchase Obligations remain outstanding, abide by (I) the Independent Manager Provisionsor Independent Director may be removed only for Cause, (II) that Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (III) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (IV) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (qs) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable the Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; (rt) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (su) use separate stationary, invoices and checks bearing its own name[reserved]; (tv) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; (uw) not pledge its assets to secure the obligations of any other Person; and (vx) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity. Seller has complied with the covenants set forth in this Section 9.01 since the date of its formation.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase DocumentDocument and incidental property, assets and transactions necessary to perform its obligations hereunder and thereunder and in accordance herewith and therewith; (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets and to provide funding for and otherwise to perform Seller’s obligations with respect thereto, including the payment of ordinary unsecured trade payables incurred in connection therewith, (III) Interest Rate Protection Agreements entered into to manage risks related to such Assets, and (IIIIV) as otherwise permitted under this Agreement; (c) not make any loans or advances to any Affiliate or any other Person and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents and otherwise in performance of its obligations under any of the Purchased Asset Documents, including, without limitation, in connection with any Retained Interests; (d) pay its debts and liabilities (including, as applicable, including shared personnel and overhead expenses, it being understood and acknowledged that the Seller and certain of its Affiliates are externally managed organizations managed by Advisor pursuant to the Advisory Agreement) only from its own assetsassets (provided that the foregoing shall not require the member of Seller to make additional contributions to Seller); (e) comply with the provisions of its Governing Documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; (g) maintain all of its books, records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate Affiliates provided that (I) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from any such Affiliate Affiliates and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate Affiliates or any other Person Person, and (II) such assets shall also be listed on such Seller’s own separate balance sheet; (i) file its own tax returns separate from those of any other Person, except to the extent that each Seller is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under Requirements of Law, or is otherwise permitted or required to file consolidated tax returns (or returns having similar effect) under Requirements of Law; (j) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the otherother (except for business conducted on behalf of the Seller by Advisor pursuant to the Advisory Agreement); (k) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsoperations (provided the foregoing shall not require the member of Seller to make any additional capital contributions to Seller); (l) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein), nor shall Seller adopt, file, or effect a Division; (m) not commingle its funds or other assets with those of any Affiliate or any other PersonPerson (except as expressly contemplated by any Repurchase Documents or Servicing Agreement, as modified by any related Servicer Notice); (n) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, ; (o) not guarantee any obligation of any Person, including any Affiliate, become obligated for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, ; (p) from and after not, without the SPV Conversion Date prior unanimous written consent of all of its Independent Directors or Independent Managers, take any Insolvency Action; (q) have at all times at least one (1) Independent Director or Independent Manager whose vote is required to take any Insolvency Action; (r) have Governing Documents that provide that for such Sellerso long as any Repurchase Obligations remain outstanding, abide by (I) the Independent Manager Provisionsor Independent Director may be removed only for Cause, (II) that Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (III) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (IV) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (qs) except for capital contributions or capital distributions permitted under that do not violate the terms and conditions of its Governing Documents and that are properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except (I) the acquisition of Eligible Assets from a Permitted Transferor or other Affiliates of Seller, subject to and in accordance with Section 7.11, (II) the sale or transfer of a Purchased Asset in connection with a capital markets transactions after or simultaneously with the repurchase thereof by the Seller in accordance with this Agreement, which sale or transfer shall be on customary terms and conditions for such transaction, or (III) otherwise on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s length arm’s‑length transaction; (rt) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own fundsfunds (it being understood that the Seller and certain of its Affiliates are externally managed organizations managed by a common Affiliate pursuant to the Advisory Agreement); (s) use separate stationary, invoices and checks bearing its own name; (tu) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an AffiliateAffiliate (it being understood that the Seller and certain of its Affiliates are externally managed organizations managed by a common Affiliate pursuant to the Advisory Agreement); (uv) not pledge its assets to secure the obligations of any other Person; and (vw) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity. Seller has complied with the covenants set forth in this Section 9.01 since the date of its formation.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than (i) the assets and transactions specifically contemplated by this Agreement and any other Repurchase DocumentDocument and (ii) any assets that are either (Y) intended to be sold to Buyer pursuant to a Transaction hereunder but not actually sold to Buyer hereunder, or (Z) actually sold to Buyer pursuant to a Transaction hereunder but subsequently repurchased by Seller from Buyer in accordance with this Agreement so long as, in either such case, Seller fully divests itself from the related asset within ten (10) Business Days from, as appropriate, either the date that Buyer notifies Seller that the related proposed transaction was not approved by Buyer or the related asset was repurchased by Seller in accordance with this Agreement; (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, (III) unsecured trade payables not to exceed $250,000 incurred in the ordinary course of business, and (IIIIV) as otherwise permitted under this Agreement; (c) not make any loans or advances to any Affiliate or any other Person and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase or intended for purchase under the Repurchase Documents; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; (e) comply with the provisions of its Governing Documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; (g) maintain all of its books, records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheet; (i) file its own tax returns separate from those of any other Person, except to the extent that each Seller is not required to file tax returns under Requirements of Law; (j) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; (k) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (l) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (m) not commingle its funds or other assets with those of any Affiliate or any other Person; (n) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (o) not guarantee any obligation of any Person, including any Affiliate, become obligated for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (p) from and after the SPV Conversion Date for such Seller, abide by the Independent Manager Provisions; (q) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than those available to unaffiliated parties in an arm’s length transaction; (r) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (s) use separate stationary, invoices and checks bearing its own name; (t) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; (u) not pledge its assets to secure the obligations of any other Person; and (v) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.;

Covenants Applicable to Seller. Each Seller shall (ai) own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; Document and any assets intended be sold to Buyer pursuant to a Transaction hereunder whether or not a Transaction is consummated therefor, (bii) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) unsecured trade payables not to exceed $100,000 incurred in the ordinary course of business, and (IV) as otherwise permitted under this Agreement; , (ciii) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (div) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (ev) comply with the provisions of its Governing Documents; , (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; Documents, (gvii) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Personits Affiliates; (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (Ii) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (IIix) such assets shall also be listed on such Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller consolidation is not required to file tax returns or permitted under Requirements of Law; ), (jh) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (kix) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, provided, that the foregoing shall not require any member, partner or shareholder of Seller to make any additional capital contributions to Seller, (lx) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); , (mxi) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Person; , (nxii) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (oxiii) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (pxiv) from not, without the prior unanimous written consent of all of its directors, including its Independent Directors or Independent Managers, take any Insolvency Action, (xv) (I) have at all times at least one (1) Independent Director or Independent Manager whose vote is required to take any Insolvency Action, and after (II) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the SPV Conversion Date agreement pursuant to which such Independent Director or Independent Manager consents to and serves as an “Independent Director” or “Independent Manager” for such Seller, abide (xvi) the Governing Documents for Seller shall provide that for so long as any Repurchase Obligations remain outstanding, (I) that Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (II) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (III) that, except for duties to Seller as set forth in the immediately preceding clause and subject to applicable law (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Independent Manager ProvisionsGoverning Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (qxvii) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; , (rxviii) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (sxix) use separate stationary, invoices and checks bearing its own name; , (txx) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, (uxxi) not pledge or grant a security interest in its assets to secure the obligations of any other Person; , and (vxxii) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; , (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as permitted under Section 8.04 or as otherwise permitted under this Agreement; , (c) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (e) comply with the provisions of its Governing Documents; , (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to without the matters set forth in this Article 9; consent of the Buyer, (g) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Person; its Affiliates (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (Ii) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such the Seller from such Affiliate and to indicate that the Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (IIii) such assets shall also be listed on such the Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller consolidation is not required to file tax returns or permitted under Requirements of Law; ), (jh) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (ki) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, (lj) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); , (mk) not commingle its funds or other assets with those of any Affiliate or any other Person; Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others, (nl) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (om) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (n) not, without the prior unanimous written consent of all of its Independent Managers, take any Insolvency Action, (o) (i) have at all times at least one Independent Manager (or such greater number as required by Buyer or any Rating Agency) and (ii) provide Buyer with up-to-date contact information for each such Independent Director and a copy of the agreement pursuant to which such Independent Director consents to and as an “Independent Manager” for Seller, (p) from the Governing Documents for Seller shall provide (i) that Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Manager, together with the name and after contact information of the SPV Conversion Date for such Seller, abide by the replacement Independent Manager Provisionsand evidence of the replacement’s satisfaction of the definition of Independent Manager and (ii) to the extent permitted by Requirements of Law, that any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the Equity Interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, the Insolvency Action; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (q) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of the Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; , (r) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (s) use separate stationary, invoices and checks bearing its own name; , (ts) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, (ut) not pledge its assets to secure the obligations of any other Person; , and (vu) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (ai) own and has owned no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; Document (bprovided, however, that it shall not be a breach of the foregoing covenant if Seller holds any Senior Interest or Junior Interest in a Whole Loan or Mezzanine Loan which such Senior Interest or Junior Interest does not become a Purchased Asset hereunder provided that such Asset is transferred to an Affiliate of Seller prior to the Purchase Date for the related Purchased Asset), (ii) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement; , (ciii) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (div) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (ev) comply with the provisions of its Governing Documents; , (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with in any material respect to without the matters set forth in this Article 9; prior written approval of Buyer, (gvii) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Person; its Affiliates (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheet; (i) file its own tax returns separate from those of any other Person, except to the extent that each Seller is not required to file tax returns under Requirements of Law; (j) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; (k) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (l) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (m) not commingle its funds or other assets with those of any Affiliate or any other Person; (n) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (o) not guarantee any obligation of any Person, including any Affiliate, become obligated for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (p) from and after the SPV Conversion Date for such Seller, abide by the Independent Manager Provisions; (q) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than those available to unaffiliated parties in an arm’s length transaction; (r) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (s) use separate stationary, invoices and checks bearing its own name; (t) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; (u) not pledge its assets to secure the obligations of any other Person; and (v) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.and

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement; (c) not make any loans or advances to any Affiliate or any other Person and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; (e) comply with the provisions of its Governing Documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; (g) maintain all of its books, records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheetPerson; (i) file its own tax returns separate from those of any other Person, except to the extent that each Seller is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under Requirements of Law; (j) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; (k) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (l) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein), nor shall Seller adopt, file, or effect a Division; (m) except for services, receipts and payments by Tremont Realty Capital LLC in its customary cash management system and functions, not commingle its funds or other assets with those of any Affiliate or any other Person; (n) maintain its properties, assets and accounts accounts, except for services, receipts and payments by Tremont Realty Capital LLC in its customary cash management system and functions, separate from those of any Affiliate or any other Person, (o) not guarantee any obligation of any Person, including any Affiliate, become obligated for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (p) from not, without the prior unanimous written consent of all of its Independent Directors or Independent Managers, take any Insolvency Action, (q) (I) have at all times at least one (1) Independent Director or Independent Manager whose vote is required to take any Insolvency Action, and after (II) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the SPV Conversion Date agreement pursuant to which such Independent Director or Independent Manager consents to and serves as an “Independent Director” or “Independent Manager” for such Seller; (r) have Governing Documents that provide that for so long as any Repurchase Obligations remain outstanding, abide by (I) the Independent Manager Provisionsor Independent Director may be removed only for Cause, (II) that Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of “Independent Director” or “Independent Manager”, (III) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (IV) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (qs) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; (rt) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds[reserved]; (s) use separate stationary, invoices and checks bearing its own name; (tu) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; (uv) not pledge its assets to secure the obligations of any other Person; and (vw) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity. Seller has complied with the covenants set forth in this Section 9.01 since the date of its formation.

Covenants Applicable to Seller. Each Seller shall (ai) own and has owned no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; Document (bprovided, however, that it shall not be a breach of the foregoing covenant if Seller holds any Senior Interest or Junior Interest in a Whole Loan or Mezzanine Loan which Senior or Junior Interest does not become a Purchased Asset hereunder provided that such Asset is transferred to an Affiliate of Seller prior to the Purchase Date for the related Purchased Asset), (ii) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement; , (ciii) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (div) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (ev) comply with the provisions of its Governing Documents; , (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; (g) maintain all of its books, records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheet; (i) file its own tax returns separate from those of any other Person, except to the extent that each Seller is not required to file tax returns under Requirements of Law; (j) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; (k) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (l) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (m) not commingle its funds or other assets with those of any Affiliate or any other Person; (n) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (o) not guarantee any obligation of any Person, including any Affiliate, become obligated for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (p) from and after the SPV Conversion Date for such Seller, abide by the Independent Manager Provisions; (q) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than those available to unaffiliated parties in an arm’s length transaction; (r) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (s) use separate stationary, invoices and checks bearing its own name; (t) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; (u) not pledge its assets to secure the obligations of any other Person; and (v) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.material respect without the prior written approval of Buyer,

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than the assets necessary to operate its business as contemplated by this Agreement and Section 7 of its Limited Liability Company Agreement and transactions specifically contemplated by this Agreement and any other Repurchase Document; Document and any business that is incidental, necessary and appropriate to accomplish the foregoing, (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ii) with respect to the Purchased Asset Whole Loan Documents, Senior Interest Documents and the Retained Interests, (IIii) commitments to make loans which that may become Eligible Assets, and (IIIiii) as otherwise permitted under this Agreement; , (c) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (e) comply with the provisions of its Governing Documents; , (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; Documents, (g) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Person; its Affiliates (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (Ii) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that the Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (IIii) such assets shall also be listed on such the Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller consolidation is not required to file tax returns or permitted under Requirements of Law; ), (jh) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (ki) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsoperations and shall remain Solvent; provided, however, that the foregoing shall not require any Affiliate of Seller to make any additional capital contributions to Seller, (lj) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated hereinin Section 8.03 of this Agreement); , (mk) not commingle its funds or other assets with those of any Affiliate or any other Person; Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others, (nl) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (om) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (pn) from and after the SPV Conversion Date for such Sellernot take any Insolvency Action, abide by the Independent Manager Provisions; (qo) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; , (rp) maintain a sufficient number of employees employees, if any, in light of contemplated business operations and pay the salaries of its own employeesoperations, if any, only from its own funds; (sq) use separate stationary, invoices and checks bearing its own name; , to the extent that its business uses such items, (tr) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; , (us) not pledge its assets to secure the obligations of any other Person; , and (vt) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (a) own own, and, other than the Excluded Assets, has owned no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; Xxxxxxxxxx Xxxxxxxx, (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ii) with respect to the Purchased Asset Mortgage Loan Documents and the Retained Interests, (IIii) commitments to make loans which may become Eligible Assets, and (IIIiii) as otherwise permitted under this Agreement; , (c) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (e) comply with the provisions of its Governing Documents; , (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with in any material respect to without the matters set forth in this Article 9; prior written approval of Buyer, (g) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Person; its Affiliates (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (Ii) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (IIii) such assets shall also be listed on such Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller consolidation is not required to file tax returns or permitted under Requirements of Law; ), (jh) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (ki) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, (lj) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); , (mk) not commingle its funds or other assets with those of any Affiliate or any other Person; Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others, (nl) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (om) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (n) not, without the prior unanimous written consent of all of its Independent Directors, take any Insolvency Action, (o) (i) have at all times at least one Independent Director, or such greater number if necessary to comply with customary industry standards then-currently applicable to bankruptcy remote entities, and (ii) provide Buyer with up-to-date contact information for all Independent Director(s) and a copy of the agreement pursuant to which each Independent Director consents to and serves as an “Independent Director” for Seller, (p) from and after the SPV Conversion Date Governing Documents for such Seller, abide by Seller shall provide (i) that Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager ProvisionsDirector, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (ii) that the Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the Equity Interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, the Insolvency Action; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (q) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; , (r) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employeesoperations, if any, only from its own funds; (s) use separate stationary, invoices and checks bearing its own name; , and (t) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, and (u) not pledge its assets to secure the obligations of any other Person; , and (v) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement; (c) not make any loans or advances to any Affiliate or any other Person and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase -68- LEGAL02/38049601v7 Documents; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; (e) comply with the provisions of its Governing Documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 99 without the prior written consent of Buyer, such consent not to be unreasonably withheld, conditioned or delayed; (g) maintain all of its books, records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that each the Seller’s assets and liabilities may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation disclosure shall be made on such consolidated financial statements to indicate the separateness which of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or pledged as collateral for any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheetsecurity agreement; (i) file its own tax returns separate from those of any other Person, except to the extent that each Seller is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under Requirements of Law; (j) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; (k) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (l) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (m) not commingle its funds or other assets with those of any Affiliate or any other Person; (n) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (o) not guarantee any obligation of any Person, including any Affiliate, become obligated for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (p) from and after not, without the SPV Conversion Date for such Sellerprior unanimous written consent of all of its Independent Directors or Independent Managers, abide by the Independent Manager Provisions; take any Insolvency Action, (q) except (I) have at all times at least one (1) Independent Director or Independent Manager whose vote is required to take any Insolvency Action, and (II) provide Buyer with up-to-date contact information for capital contributions each such Independent Director or capital distributions permitted under Independent Manager and a copy of the terms agreement pursuant to which such Independent Director or Independent Manager consents to and conditions of its Governing Documents and properly reflected on the books and records of each applicable serves as an “Independent Director” or “Independent Manager” for Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than those available to unaffiliated parties in an arm’s length transaction; (r) maintain a sufficient number have Governing Documents that provide that for so long as any Repurchase Obligations remain outstanding, (I) the Independent Manager or Independent Director may be removed only for Cause, (II) that Buyer be given at least five (5) Business Days prior notice of employees the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (III) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in light equity, any Independent Director or Independent Manager shall consider only the interests of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (s) use separate stationary, invoices and checks bearing its own name; (t) allocate fairly and reasonably any overhead expenses that are shared with an AffiliateSeller, including for shared office space and for services performed by an employee of an Affiliate; (u) not pledge its assets to secure respective creditors, in acting or otherwise voting on the obligations of any other Person; Insolvency Action, and (vIV) not formthat, acquire or hold any Subsidiary or own any Equity Interest in any other entity.except for duties to Seller as -69- LEGAL02/38049601v7

Covenants Applicable to Seller. Each Seller shall (ai) own and has owned no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; Document (bprovided, however, that it shall not be a breach of the foregoing covenant if Seller holds any Senior Interest or Mezzanine Loan which such Senior Interest or Mezzanine Loan does not become a Purchased Asset hereunder provided that such Asset is transferred to an Affiliate of Seller prior to the Purchase Date for the related Purchased Asset), (ii) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and Documents, the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement; , (ciii) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (div) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (ev) comply with the provisions of its Governing Documents; , (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with in any material respect to without the matters set forth in this Article 9; prior written approval of Buyer, (gvii) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Person; its Affiliates (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller is not a disregarded entity for U.S. federal income tax purposes or to the extent consolidation is otherwise required to file tax returns or permitted under Requirements of Law; ), (jviii) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for tax purposes), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (kix) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, provided that the foregoing shall not require any member, partner or shareholder of any Seller to make any additional capital contribution to such Seller, (lx) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except in the ordinary course of its business or as contemplated herein), nor shall Seller adopt, file or effect a Division; (mxi) not commingle its funds or other assets with those of any Affiliate or any other Person (except with those of the other Seller in accordance with the terms of the Repurchase Documents) and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Person; , (nxii) maintain its properties, assets and accounts separate from those of any Affiliate or any other PersonPerson (other than the other Seller in accordance with the Repurchase Documents), (oxiii) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other PersonPerson (except for the other Seller in accordance with the terms of the Repurchase Documents), (pxiv) from not, without the prior written consent of its Independent Director or Independent Manager, take any Insolvency Action, (xv) (I) have at all times at least one (1) Independent Director or Independent Manager (whose vote is required to take any Insolvency Action), and after (II) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the SPV Conversion Date agreement pursuant to which the Independent Director or Independent Manager consents to and serves as an “Independent Director” or “Independent Manager” for such Seller, abide (xvi) the Governing Documents for Seller shall provide that for so long as any Repurchase Obligations remain outstanding, that (I) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (II) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (III) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Director or Independent Manager shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Independent Manager ProvisionsGoverning Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (qxvii) except for capital contributions or and capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the its books and records of each applicable Sellerrecords, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; , (rxviii) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees[reserved], if any, only from its own funds; (sxix) use separate stationary, invoices and checks bearing its own name; , (txx) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, (uxxi) not pledge its assets to secure the obligations of any other Person; Person (other than the other Seller in accordance with the Repurchase Documents), and (vxxii) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (ai) own no assets, and shall not engage in any business, other than entering into and performing its obligations under the assets Repurchase Documents, and transactions specifically contemplated by this Agreement activities incidental thereto, which activities may include acquiring, originating, and any other Repurchase Document; administering loans in connection with entering into the Transactions, (bii) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement; , (ciii) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (div) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; provided, however, that the foregoing provisions of this clause (eiv) shall not, in and among themselves, require any shareholder, partner or member of such entity, as applicable, to make additional capital contributions to such entity, (v) comply with the provisions of its Governing Documents; , (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents without the prior written consent of Buyer; provided, however, that Buyer’s consent shall not be required for ministerial, typographical or other clerical modifications or amendments with respect no material effect so long as Seller provides prior written notice thereof to Buyer; provided, further, that Buyer hereby consents to that certain First Amendment to Limited Liability Company Agreement of KREF Lending I LLC, dated as of the matters set forth date hereof, by and between Pledgor, as the sole equity member, and Xxxxxxx Xxxxxxxxxx, as the independent manager, (vii) except as provided in this Article 9; (g) the Compliance Certificate, maintain all of its books, records records, financial statements and bank accounts separate from those of any other Personits Affiliates; (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that each Seller’s assets statements may be included in consolidated to the extent consolidation is required under GAAP or as a consolidated financial statement matter of its Affiliate Requirements of Law; provided that (IA) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and and, (IIB) such assets shall also be listed on such Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller it is treated as a disregarded entity and is not required to file tax returns under applicable Requirements of Law; ), (jviii) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business solely in its own name, and shall not identify itself or any of its Affiliates as a division or department of the other; , (kix) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsoperations and shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and shall remain Solvent; provided, however, that the foregoing provisions of this clause (lix) shall not require any shareholder, partner or member of such entity, as applicable, to make additional capital contributions to such entity, (x) to the fullest extent permitted by law, law not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); , (mxi) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of any Affiliate or any other Person; , (nxii) except as provided in the Compliance Certificate, maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (oxiii) not guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts or obligations of any other Person, Person and not hold itself out to be responsible for the debts or hold out its credit or assets as being available pay the obligations of any other Person, (pxiv) from not, without the prior unanimous written consent of all of its Independent Directors or Independent Managers, take any Insolvency Action, (xv) (I) have at all times at least one (1) Independent Director or Independent Manager (or such greater number as reasonably required by Buyer or any Rating Agency, upon ten (10) Business Days’ prior written notice to Seller) whose vote is required to take any Insolvency Action, and after (II) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the SPV Conversion Date agreement pursuant to which such Independent Director or Independent Manager consents to and serves as an “Independent Director” or “Independent Manager” for such Seller, abide by (xvi) the Governing Documents for Seller shall provide that for so long as any Repurchase Obligations remain outstanding, (I) the Independent Manager Provisionsor Independent Director may be removed only for Cause, (II) that Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (III) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (IV) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (qxvii) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable the Seller, not enter into any transaction transaction, contract or agreement with an Affiliate of Seller except in the ordinary course of business on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; , (rxviii) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (s) use separate stationary, invoices and checks bearing its own name; (txix) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; , (uxx) not pledge its assets to secure the obligations of any other Person; Person and not hold the credit or assets of any affiliate out to satisfy its debts or obligations (vexcept Guarantor with respect to the Guarantee Agreement), (xxi) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity, and (xxii) not take legal title to any real property of any kind. Seller has complied with the covenants set forth in this Section 9.01 since the date of its formation.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than (i) the assets and transactions specifically contemplated by this Agreement and any other Repurchase DocumentDocument and (ii) any assets that are either (Y) intended to be sold to Buyer pursuant to a Transaction hereunder but not actually sold to Buyer hereunder, or (Z) actually sold to Buyer pursuant to a Transaction hereunder but subsequently repurchased by Seller from Buyer in accordance with this Agreement so long as, in either such case, Seller fully divests itself from the related asset within ten (10) Business Days from, as appropriate, either the date that Buyer notifies Seller that the related proposed transaction was not approved by Buyer or the related asset was repurchased by Seller in accordance with this Agreement; (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, (III) unsecured trade payables not to exceed $250,000 incurred in the ordinary course of business, and (IIIIV) as otherwise permitted under this Agreement; (c) not make any loans or advances to any Affiliate or any other Person and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase or intended for purchase under the Repurchase Documents; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; (e) comply with the provisions of its Governing Documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; (g) maintain all of its books, records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheet; (i) file its own tax returns separate from those of any other Person, except to the extent that each Seller is treated as a “disregarded entity” for tax purposes or is otherwise not required to file tax returns under Requirements of Law; (j) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; (k) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, provided that the foregoing shall not require any holder of direct or indirect Equity Interests in Seller to make any additional capital contributions to Seller; (l) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein), nor shall Seller adopt, file, or effect a Division; (m) not commingle its funds or other assets with those of any Affiliate or any other Person; (n) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, ; (o) not guarantee any obligation of any Person, including any Affiliate, become obligated for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, ; (p) from not, without the prior unanimous written consent of all of its Independent Directors or Independent Managers, take any Insolvency Action; (q) (I) have at all times at least one (1) Independent Director or Independent Manager whose vote is required to take any Insolvency Action, and after (II) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the SPV Conversion Date agreement pursuant to which such Independent Director or Independent Manager consents to and serves as an “Independent Director” or “Independent Manager” for such Seller; (r) have Governing Documents that provide that for so long as any Repurchase Obligations remain outstanding, abide by (I) the Independent Manager Provisionsor Independent Director may be removed only for Cause, (II) that Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (III) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (IV) that, except for duties to Seller as set forth in the immediately preceding clause and subject to applicable law (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (qs) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; (rt) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (su) use separate stationary, invoices and checks bearing its own name; (tv) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; (uw) not pledge its assets to secure the obligations of any other Person; and (vx) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity. Seller has complied with the covenants set forth in this Section 9.01 since the date of its formation.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, business other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; , (b) except as permitted by Section 8.04, not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ii) with respect to the Purchased Asset Mortgage Loan Documents and the Retained Interests, (IIii) commitments to make loans which may become Eligible Purchased Assets, and (IIIiii) as otherwise permitted under this Agreement; , (c) not make any loans or advances to any Affiliate or any other Person third-party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (e) comply with the provisions of its Governing Documents; , (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not materially amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; without Buyer's prior written consent, (g) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Person; its Affiliates (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (Ii) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s 's assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (IIii) such assets shall also be listed on such Seller’s 's own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller consolidation is not required to file tax returns or permitted under Requirements of Law; ), (jh) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (ki) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, (lj) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); , (mk) not commingle its funds or other assets with those of any Affiliate or any other Person; Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others, (nl) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (om) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (n) shall be a Delaware limited liability company, (o) not take any Insolvency Action without the prior unanimous written consent of all of its Independent Directors, (p) from (i) have at all times at least one Independent Director (or such greater number as required by Buyer or any Rating Agency) and after (ii) provide Buyer with up to date contact information for each such Independent Director and a copy of the SPV Conversion Date agreement pursuant to which such Independent Director consents to and serves as an "Independent Director" for such Seller, abide by the Independent Manager Provisions; (q) the Governing Documents for Seller shall provide (i) that Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement's satisfaction of the definition of Independent Director and (ii) to the extent permitted by Requirements of Law, that any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the Equity Interest in Seller and any Affiliates of Seller except for Seller and the creditors of Seller with respect to taking of, or otherwise voting on, the Insolvency Action; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (r) shall have either (A) a member which owns no economic interest in the company, has signed the company's limited liability company agreement and has no obligation to make capital contributions to the company, or capital distributions permitted (B) one Person that is not a member of the company, that has signed its limited liability company agreement and that, under the terms and conditions of its Governing Documents and properly reflected on such limited liability company agreement becomes a member of the books and records company immediately prior to the resignation or dissolution of each applicable Sellerthe last remaining member of the company, (s) not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s 's length transaction; , (r) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employeesoperations, if any, only from its own funds; (s) use separate stationary, invoices and checks bearing its own name; , (t) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, (u) not pledge its assets to secure the obligations of any other Person; , and (v) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement; (c) not make any loans or advances to any Affiliate or any other Person and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; (e) comply with the provisions of its Governing Documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; (g) maintain all of its books, records and bank accounts separate from those of any other Person; (h) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheetPerson; (i) file its own tax returns separate from those of any other Person, except to the extent that each Seller is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under Requirements of Law; (j) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; (k) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (l) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein), nor shall Seller adopt, file, or effect a Division; (m) not commingle its funds or other assets with those of any Affiliate or any other Person; (n) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (o) not guarantee any obligation of any Person, including any Affiliate, become obligated for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (p) from not, without the prior unanimous written consent of all of its Independent Directors or Independent Managers, take any Insolvency Action, (q) (I) have at all times at least one (1) Independent Director or Independent Manager whose vote is required to take any Insolvency Action, and after (II) provide Buyer with up-to-date contact information for each such Independent Director or Independent Manager and a copy of the SPV Conversion Date agreement pursuant to which such Independent Director or Independent Manager consents to and serves as an “Independent Director” or “Independent Manager” for such Seller; (r) have Governing Documents that provide that for so long as any Repurchase Obligations remain outstanding, abide by (I) the Independent Manager Provisionsor Independent Director may be removed only for Cause, (II) that Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager and evidence of the replacement’s satisfaction of the definition of “Independent Director” or “Independent Manager”, (III) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (IV) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (qs) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; (rt) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (su) use separate stationary, invoices and checks bearing its own name; (tv) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; (uw) not pledge its assets to secure the obligations of any other Person; and (vx) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity. Seller has complied with the covenants set forth in this Section 9.01 since the date of its formation.

Covenants Applicable to Seller. Each Seller shall (ai) own and has owned no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; Document (bprovided, however, that it shall not be a breach of the foregoing covenant if Seller holds any Senior Interest or Junior Interest in a Whole Loan or Mezzanine Loan which Senior or Junior Interest does not become a Purchased Asset hereunder provided that such Asset is transferred to an Affiliate of Seller prior to the Purchase Date for the related Purchased Asset), (ii) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, and (III) as otherwise permitted under this Agreement; , (ciii) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (div) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (ev) comply with the provisions of its Governing Documents; , (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with in any material respect to without the matters set forth in this Article 9; prior written approval of Buyer, (gvii) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Person; its Affiliates (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller consolidation is not required to file tax returns or permitted under Requirements of Law; ), (jviii) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (kix) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, (lx) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); , (mxi) not commingle its funds or other assets with those of any Affiliate or any other Person; Person (nexcept with those of the other Seller in accordance with the terms of the Repurchase Documents) and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others, (xii) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (oxiii) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other PersonPerson (except for the other Seller in accordance with the terms of the Repurchase Documents), (pxiv) from not, without the prior unanimous written consent of all of its Independent Directors or Independent Managers, take any Insolvency Action, (xv) (I) have at all times at least one (1) Independent Director, or such greater number if necessary to comply with customary industry standards then-currently applicable to bankruptcy remote entities, and after (II) provide Buyer with up-to-date contact information for each such Independent Director(s) or Independent Manager(s) and a copy of the SPV Conversion Date agreement pursuant to which each Independent Director(s) or Independent Manager(s) consents to and serves as an “Independent Director” or “Independent Manager” for such Seller, abide by (xvi) the Governing Documents for Seller shall provide that for so long as any Repurchase Obligations remain outstanding, that (I) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director or Independent Manager, together with the name and contact information of the replacement Independent Director or Independent Manager Provisions; and evidence of the replacement’s satisfaction of the definition of Independent Director or Independent Manager, (qII) to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (III) except for capital contributions duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or capital distributions permitted under Seller’s respective creditors solely to the terms and conditions extent of its Governing Documents and properly reflected on the books and records of each applicable their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (xvii) not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; , (rxviii) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (sxix) use separate stationary, invoices and checks bearing its own name; , (txx) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, (uxxi) not pledge its assets to secure the obligations of any other Person; , and (vxxii) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (ai) own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Transaction Document; , (bii) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (IA) with respect to the Purchased Asset Documents and the Retained Interests, (II) commitments to make loans which may become Eligible AssetsLoan Documents, and (IIIB) trade payables in the ordinary course of its business which are either (x) no more than 90 days past due or (y) to the extent any trade payables are more than 90 days past due, such trade payables do not exceed $250,000.00, and are being contested in good faith and for which adequate reserves are maintained, and (C) as otherwise expressly permitted under this Agreement; , (ciii) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets New Loans for purchase under the Repurchase Transaction Documents; , (div) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from and solely to the extent of its own assets; , (ev) comply with the special purpose provisions of its Governing Documents; certificate of formation and limited liability company agreement, (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions the Special Purpose Provision of its Limited Liability Company Agreement (as defined therein) in a manner so as to modify or otherwise change limit its Governing Documents obligations in accordance with respect to this Section 9.01, without prior written consent of the matters set forth in this Article 9; Buyer, (gvii) maintain all of its books, records records, balance sheet and bank accounts separate from those of any other Person; its Affiliates, (h) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (I) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (II) such assets shall also be listed on such Seller’s own separate balance sheet; (i) file its own tax returns separate from those of any other Person, except to the extent that each Seller is not required to file tax returns under Requirements of Law; (jviii) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding Known to Seller regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (kix) maintain adequate capital solely through income received from the operation of its business for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, (lx) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except in connection with a Capital Markets event or as otherwise contemplated herein); , (mxi) not commingle its funds or other assets with those of any Affiliate or any other Person; Person and shall maintain its properties and assets in such a manner so as to identify, segregate or ascertain its properties and assets from those of others, (nxii) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (oxiii) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (pxiv) from not, without the prior written consent of its Independent Director, take any Act of Insolvency, (xv) (A) have at all times at least one (1) Independent Director whose vote is required to take any Act of Insolvency, and after the SPV Conversion Date (B) provide Buyer with up-to-date contact information for such Independent Director and a copy of the agreement pursuant to which such Independent Director consents to and serves as an “Independent Director” for Seller, abide (xvi) ensure that the Governing Documents for Seller provide that, for so long as any all Repurchase Obligations remain outstanding, (A) that Buyer be given at least 5 Business Days’ prior notice of the removal and/or replacement of such Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director, (B) that, to the fullest extent permitted by law, and notwithstanding any duty otherwise existing at law or in equity, such Independent Director or Independent Manager shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Act of Insolvency, and (C) that, except for duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or Seller’s respective creditors solely to the extent of their respective economic interests in Seller, but excluding (1) all other interests of the holders of the Equity Interests in Seller, (2) the interests of other Affiliates of Seller, and (3) the interests of any group of Affiliates of which Seller is a part), the Independent Director or Independent Manager shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Independent Manager ProvisionsGoverning Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, provided further, however, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (qxvii) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s length transaction; , (r) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (sxviii) use separate stationary, invoices and checks bearing its own name; , (txix) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, (uxx) not pledge its assets to secure the obligations of any other Person; and , (vxxi) not form, acquire or hold any Subsidiary or own any Equity Interest (other than in connection with a Mezzanine Loan and any enforcement of Seller’s rights thereunder) in any other entity, in each case, other than Seller; and (xxii) have one natural person (who may be the Independent Director) that is not an economic member of the company, that has signed its limited liability company agreement and that, under the terms of such limited liability company agreement becomes a special member of the company simultaneously with the resignation or dissolution of the last remaining member of the company such that the company is continued without dissolution.

Covenants Applicable to Seller. Each Seller shall (a) own no assets, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; , (b) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ii) with respect to the Purchased Asset Mortgage Loan Documents and the Retained Interests, (IIii) commitments to make loans which may become Eligible Assets, and (IIIiii) as otherwise permitted under this Agreement; , (c) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (e) comply with the provisions of its Governing Documents; , (f) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to the matters set forth in this Article 9; Documents, (g) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Person; its Affiliates (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (Ii) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s 's assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (IIii) such assets shall also be listed on such Seller’s 's own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each consolidation, or treatment of Seller as a disregarded entity for tax purposes, is not required to file tax returns or permitted under Requirements of Law; ), (jh) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (ki) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, (lj) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); , (mk) not commingle its funds or other assets with those of any Affiliate or any other Person; Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others, (nl) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (om) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (n) not, without the prior written consent of all of its manager, take any Insolvency Action, (o) the Governing Documents for Seller shall provide (i) that Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of Seller's manager, together with the name and contact information of the replacement manager and (ii) that the manager shall not have any fiduciary duty to anyone including the holders of the Equity Interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, the Insolvency Action; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (p) from and after the SPV Conversion Date for such Seller, abide by the Independent Manager Provisions; (q) except for capital contributions or capital distributions permitted under the terms and conditions of its Governing Documents and properly reflected on the books and records of each applicable Seller, not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than those available to unaffiliated parties in an arm’s arm's-length transaction; , (rq) maintain a sufficient number of employees in light of contemplated business operations and pay the salaries of its own employeesoperations, if any, only from its own funds; (sr) use separate stationarystationery, invoices and checks bearing its own name; , and (ts) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, (ut) not pledge its assets to secure the obligations of any other Person; , and (vu) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.

Covenants Applicable to Seller. Each Seller shall (ai) own no assetsassets other than the Whole Loans identified to Buyer as Central Campus and Fountains at Lake Success and 120-125 Riverside, and shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Repurchase Document; , (bii) not incur any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (I) with respect to the Purchased Asset Mortgage Loan Documents and the Retained Interests, (II) commitments to make loans which may become Eligible Assets, (III) unsecured trade debt not to exceed $100,000 incurred in the ordinary course of business, and (IIIIV) as otherwise permitted under this Agreement; , (ciii) not make any loans or advances to any Affiliate or any other Person third party and shall not acquire obligations or securities of its Affiliates, in each case other than in connection with the origination or acquisition of Assets for purchase under the Repurchase Documents; , (div) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (ev) comply with the provisions of its Governing Documents; , (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and shall not amend, modify, waive provisions of or otherwise change its Governing Documents with respect to without the matters set forth in this Article 9; prior written consent of Buyer, (gvii) maintain all of its books, records records, financial statements and bank accounts separate from those of any other Personits Affiliates; (h) maintain separate except that such financial statements, showing its assets and liabilities separate and apart from those statements may be consolidated to the extent consolidation is required under GAAP or as a matter of any other Person and not have its assets listed on any financial statement Requirements of any other PersonLaw; provided, however, that each Seller’s assets may be included in a consolidated financial statement of its Affiliate provided that (Ii) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Seller from such Affiliate and to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (IIix) such assets shall also be listed on such Seller’s own separate balance sheet; (i) and file its own tax returns separate from those of any other Person, (except to the extent that each Seller consolidation is not required to file tax returns or permitted under Requirements of Law; ), (jh) be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other; , (kix) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations and shall remain Solvent, (lx) to the fullest extent permitted by law, not adopt, file or effect a Division or engage in or suffer any Change of Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); , nor shall Seller adopt, file or effect a Division, (mxi) not commingle its funds or other assets with those of any Affiliate or any other Person; Person and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others, (nxii) maintain its properties, assets and accounts separate from those of any Affiliate or any other Person, (oxiii) not guarantee any obligation of any Person, including any Affiliate, become obligated hold itself out to be responsible for the debts of any other Person, or hold out its credit or assets as being available pay the obligations of any other Person, (pxiv) from not, without the prior unanimous written consent of all of its Independent Directors, take any Insolvency Action, (xv) (I) have at all times at least one (1) Independent Director whose vote is required to take any Insolvency Action, and after (II) provide Buyer with up-to-date contact information for each such Independent Director and a copy of the SPV Conversion Date agreement pursuant to which such Independent Director consents to and serves as an “Independent Director” for such Seller, abide (xvi) the Governing Documents for Seller shall provide that for so long as any Repurchase Obligations remain outstanding, that (I) Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director, (II) to the fullest extent permitted by the law, and notwithstanding any duty otherwise existing at law or in equity, any Independent Director or Independent Manager Provisions; shall consider only the interests of Seller, including its respective creditors, in acting or otherwise voting on the Insolvency Action, and (qIII) except for capital contributions duties to Seller as set forth in the immediately preceding clause (including duties to the holders of the Equity Interests in Seller or capital distributions permitted under Seller’s respective creditors solely to the terms and conditions extent of its Governing Documents and properly reflected on the books and records of each applicable their respective economic interests in Seller, but excluding (A) all other interests of the holders of the Equity Interests in Seller, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Directors or Independent Managers shall not have any fiduciary duties to the holders of the Equity Interests in Seller, any officer or any other Person bound by the Governing Documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing, (xvii) not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms no less favorable than similar to those available to unaffiliated parties in an arm’s arm’s-length transaction; , (rxviii) maintain a sufficient number of employees (or, subject to clause (xx) below, the ability to utilize employees of its Affiliates) in light of contemplated business operations and pay the salaries of its own employees, if any, only from its own funds; (sxix) use separate stationary, invoices and checks bearing its own name; , (txx) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; affiliate, (uxxi) not pledge its assets to secure the obligations of any other - 64 - Person; , and (vxxii) not form, acquire or hold any Subsidiary or own any Equity Interest in any other entity.