Common use of Negative Covenants of Sellers Clause in Contracts

Negative Covenants of Sellers. On and as of the Closing Date and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, each Seller hereby covenants with Buyer as follows: (a) subject to such Seller’s right to repurchase any Purchased Loan, such Seller shall not take any action which would directly or indirectly impair or adversely affect Buyer’s title to the Purchased Loans; (b) Such Seller shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the Purchased Loans (or any of them) to any Person other than Buyer, or engage in repurchase transactions or similar transactions with respect to the Purchased Loans (or any of them) with any Person other than Buyer, except where the Purchased Loans in question are simultaneously repurchased from Buyer. No Relevant Party shall create, incur, assume, guaranty or suffer to exist any lien, encumbrance, charge or security interest in or on any of the Repurchase Assets (except where the Purchased Loans in question are simultaneously repurchased from Buyer in accordance with this Agreement) or other collateral subject to the security interests granted by any Relevant Party pursuant to any Transaction Document for the benefit of any Person other than Buyer, without the prior written consent of Repo Agent; (c) Such Seller shall not terminate any Collection Account or the Remittance Account, nor amend, modify, cancel or terminate, or permit the amendment, modification, cancellation or termination of any Transaction Document, in each case without the consent of Repo Agent in its sole and absolute discretion; (d) Such Seller shall not create, incur, assume, guaranty or suffer to exist any lien, encumbrance, charge or security interest in or on any of its assets (including the Repurchase Assets) or other collateral which is subject to the security interests granted by such Seller pursuant to Section 6 for the benefit of any Person other than Buyer without the prior written consent of Repo Agent; (e) [RESERVED]; (f) No Relevant Party shall 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 such Relevant Party’s properties and assets to any Person (except as contemplated in any of the Transaction Documents); provided, that any Relevant Party may merge with and into, or transfer all or substantially all of its properties and assets to, another Relevant Party, or enter into any similar transaction, so long as a Relevant Party is the surviving entity or the transferee of such properties and assets, as applicable, and such surviving or transferee Relevant Party, as applicable, expressly assumes all obligations of the non-surviving Relevant Party under this Agreement and the other Transaction Documents. (g) after the occurrence and during the continuation of any Event of Default or monetary Default, such Seller shall not make any distribution, payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or ownership interest of such Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of such Seller; (h) Such Seller shall not sponsor or maintain any Plans or make any contributions to, or have any liability or obligation (direct or contingent) with respect to, any Plan or permit any ERISA Affiliate to sponsor or maintain any Plans or make any contributions to, or have any liability or obligation (direct or contingent) with respect to, any Plan; (i) Such Seller shall not hold or be deemed to hold Plan Assets or engage in any transaction, in each case, that would cause any obligation or action taken or to be taken hereunder (or the exercise by Buyer or Repo Agent of any of its rights under this Agreement, the Purchased Loans or any Transaction Document) to be a non-exempt prohibited transaction, with respect to which Buyer is the party in interest, disqualified person or equivalent, under Section 406 of ERISA, Section 4975 of the Code or substantially similar provisions under any other federal, state or local laws, rules or regulations; (j) Such Seller not make any future advances under any Purchased Loan to any Mortgagor that are not permitted by the related Purchased Loan Documents; (k) Such Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or sell all or substantially all of its properties or assets, unless explicitly permitted under this Agreement; (l) Such Seller shall not organize, form or acquire any subsidiaries that in the reasonable judgment of Repo Agent would have a material adverse impact on Buyer, Repo Agent or any Transaction, other than as explicitly provided in this Agreement, without the prior written consent of Repo Agent; (m) Such Seller shall not (i) misapply, misappropriate or convert any Income or other collections or other amounts derived from the Purchased Loans, including, if applicable, in connection with a failure to deposit such amounts into any Collection Account or the Remittance Account, (ii) deliver to any Person any materially misleading financial report or any financial report that is untrue or incorrect in any material respect, (iii) engage in any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement or any other Transaction Document, (iv) pay or otherwise transfer dividends, distributions or other payments in contravention of the provisions of this Agreement or any other Transaction Document, (v) assert that this Agreement or any other Transaction Document, or any Lien arising thereunder, is not the legal, valid and binding obligation of the applicable Person or any other party thereto, (vi) sell, convey, voluntarily transfer or voluntarily encumber any Purchased Loan or other Repurchase Asset other than in compliance with the provisions of this Agreement and the other Transaction Documents, or (vii) take any action, or fail to take any action, which prevents, delays or hinders Buyer’s perfection of its Lien in any portion or all of the Repurchase Assets; (n) Such Seller shall not change its jurisdiction of organization unless it shall have provided Repo Agent at least ten (10) days’ prior written notice of such change; (o) With respect to any Purchased Loan, such Seller shall not fund any Advance after origination; and (p) Such Seller shall not make any material changes to its current policies with respect to interest rate hedging agreements without giving prior written notice of such changes to Buyer.

Negative Covenants of Sellers. On and as of the Closing Date and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, each Seller hereby covenants with Buyer as followswithout the prior written consent of Buyer: (a) subject to such Seller’s right to repurchase any Purchased Loan, such Seller Sellers shall not take any action which would directly or indirectly impair or adversely affect Buyer’s title to the Purchased Loans;. (b) Such Seller Sellers shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the Purchased Loans (or any of them) to any Person other than Buyer, or engage in repurchase transactions or similar transactions with respect to the Purchased Loans (or any of them) with any Person other than Buyer, except where the unless and until such Purchased Loans are repurchased by Seller in question are simultaneously repurchased from Buyer. No Relevant Party accordance with this Agreement. (c) Sellers shall not create, incur, assume, guaranty incur or suffer permit to exist any lienLien in or on the Purchased Loans, encumbranceexcept as described in Section 6. (d) Sellers shall not create, charge incur or permit to exist any Lien, encumbrance or security interest in or on any of the Repurchase Assets (except where the Purchased Loans in question are simultaneously repurchased from Buyer in accordance with this Agreement) or other collateral Collateral subject to the security interests interest granted by any Relevant Party Sellers pursuant to Section 6. (e) Sellers shall not modify or terminate any Transaction Document for of the benefit organizational documents of Sellers. (f) In respect of any Person Purchased Loan, Sellers shall not consent or assent to any modification of any related Purchased Loan Document or any other than Buyerrelated note, loan agreement, mortgage, security agreement, credit enhancement, guaranty or other material agreement, document or instrument (each, a “Subject Document”); provided that, so long as no “event of default” (however defined) has occurred and is continuing with respect to such Purchased Loan and so long as no Event of Default has occurred and is continuing hereunder, (i) the applicable Seller may, without the prior written consent of Repo Agent; (c) Such Seller shall not terminate Buyer, consent or assent to any Collection Account or the Remittance Account, nor amend, modify, cancel or terminate, or permit the amendment, modification, cancellation or termination modification of any Transaction DocumentSubject Document if such modification is not a Material Modification, and (ii) with respect to any Material Modification, (A) to the extent that a Subject Document expressly provides a particular decision making standard that the lender under such Subject Document is required to adhere to in each case without respect of such Material Modification, Buyer agrees that it shall determine whether or not to provide approval for such Material Modification utilizing such standard, (B) to the consent extent that a Subject Document does not expressly provide a particular decision making standard that the lender under such Subject Document is required to adhere to in respect of Repo Agent such Material Modification, Buyer may determine whether or not to provide approval for such Material Modification in its sole and absolute discretion; (d) Such Seller shall not create, incur, assume, guaranty or suffer to exist any lien, encumbrance, charge or security interest in or on any of its assets (including the Repurchase Assets) or other collateral which is subject to the security interests granted by such Seller pursuant to Section 6 for the benefit of any Person other than Buyer without the prior written consent of Repo Agent; (e) [RESERVED]; (f) No Relevant Party shall 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 such Relevant Party’s properties and assets to any Person (except as contemplated in any of the Transaction Documents); provided, that any Relevant Party may merge with and into, or transfer all or substantially all of its properties and assets to, another Relevant Party, or enter into any similar transaction, so long as a Relevant Party is the surviving entity or the transferee of such properties and assets, as applicable, and such surviving or transferee Relevant Party, as applicable, expressly assumes all obligations of the non-surviving Relevant Party under this Agreement and the other Transaction Documents. (g) Sellers shall not admit any additional members in Sellers, except with respect to any springing member or Independent Manager contemplated by the Transaction Documents; (h) Sellers shall not, after the occurrence and during the continuation of any an Event of Default or monetary Default, such Seller shall not make any distribution, payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or ownership interest Capital Stock of such SellerSellers, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of such Seller; (h) Such Seller shall not sponsor or maintain any Plans or make any contributions to, or have any liability or obligation (direct or contingent) with respect to, any Plan or permit any ERISA Affiliate to sponsor or maintain any Plans or make any contributions to, or have any liability or obligation (direct or contingent) with respect to, any Plan;Sellers; or (i) Such Seller Sellers shall not hold or be deemed agree to hold Plan Assets or engage in waive any transaction, in each case, that would cause any obligation or action taken event of default or to be taken hereunder (extend the cure period for a failure or the exercise by Buyer or Repo Agent breach of any of its rights under this Agreement, the Purchased Loans covenant or any Transaction Document) to be agreement by a non-exempt prohibited transaction, with respect to which Buyer is the party in interest, disqualified person or equivalent, under Section 406 of ERISA, Section 4975 of the Code or substantially similar provisions Servicer under any other federal, state or local laws, rules or regulations; (j) Such Seller not make any future advances under any Purchased Loan to any Mortgagor that are not permitted by the related Purchased Loan Documents; (k) Such Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or sell all or substantially all of its properties or assets, unless explicitly permitted under this Servicing Agreement; (l) Such Seller shall not organize, form or acquire any subsidiaries that in the reasonable judgment of Repo Agent would have a material adverse impact on Buyer, Repo Agent or any Transaction, other than as explicitly provided in this Agreement, without the prior written consent of Repo Agent; (m) Such Seller shall not (i) misapply, misappropriate or convert any Income or other collections or other amounts derived from the Purchased Loans, including, if applicable, in connection with a failure to deposit such amounts into any Collection Account or the Remittance Account, (ii) deliver to any Person any materially misleading financial report or any financial report that is untrue or incorrect in any material respect, (iii) engage in any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement or any other Transaction Document, (iv) pay or otherwise transfer dividends, distributions or other payments in contravention of the provisions of this Agreement or any other Transaction Document, (v) assert that this Agreement or any other Transaction Document, or any Lien arising thereunder, is not the legal, valid and binding obligation of the applicable Person or any other party thereto, (vi) sell, convey, voluntarily transfer or voluntarily encumber any Purchased Loan or other Repurchase Asset other than in compliance with the provisions of this Agreement and the other Transaction Documents, or (vii) take any action, or fail to take any action, which prevents, delays or hinders Buyer’s perfection of its Lien in any portion or all of the Repurchase Assets; (n) Such Seller shall not change its jurisdiction of organization unless it shall have provided Repo Agent at least ten (10) days’ prior written notice of such change; (o) With respect to any Purchased Loan, such Seller shall not fund any Advance after origination; and (p) Such Seller shall not make any material changes to its current policies with respect to interest rate hedging agreements without giving prior written notice of such changes to Buyer.

Negative Covenants of Sellers. On and as of the Closing Date and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, each Seller hereby covenants with Buyer as follows: (a) subject to such Seller’s right to repurchase any Purchased Loan, such Seller shall not take any action which would directly or indirectly impair or adversely affect Buyer’s title to the Purchased Loans; (b) Such Seller shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the Purchased Loans (or any of them) to any Person other than Buyer, or engage in repurchase transactions or similar transactions with respect to the Purchased Loans (or any of them) with any Person other than Buyer, except where the Purchased Loans in question are simultaneously repurchased from Buyer. No Relevant Party shall create, incur, assume, guaranty or suffer to exist any lien, encumbrance, charge or security interest in or on any of the Repurchase Assets (except where the Purchased Loans in question are simultaneously repurchased from Buyer in accordance with this Agreement) or other collateral subject to the security interests granted by any Relevant Party pursuant to any Transaction Document for the benefit of any Person other than Buyer, without the prior written consent of Repo Agent; (c) Such Seller shall not terminate any Collection Account, the Holdback Account or the Remittance Account, nor amend, modify, cancel or terminate, or permit the amendment, modification, cancellation or termination of any Transaction Document, in each case without the consent of Repo Agent in its sole and absolute discretion; (d) Such Seller shall not create, incur, assume, guaranty or suffer to exist any lien, encumbrance, charge or security interest in or on any of its assets (including the Repurchase Assets) or other collateral which is subject to the security interests granted by such Seller pursuant to Section 6 for the benefit of any Person other than Buyer without the prior written consent of Repo Agent; (e) [RESERVEDother than such Seller’s interests in the Purchased Loans, directly or indirectly, such Seller shall not lend money or extend credit (by way of guarantee, assumption of debt or otherwise) or make advances to any Person, or purchase or acquire any stock, bonds, notes, debentures or other obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract other than with the written consent of Repo Agent[RESERVED]; (f) No Relevant Party shall 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 such Relevant Party’s properties and assets to any Person (except as contemplated in any of the Transaction Documents); provided, that any Relevant Party may merge with and into, or transfer all or substantially all of its properties and assets to, another Relevant Party, or enter into any similar transaction, so long as a Relevant Party is the surviving entity or the transferee of such properties and assets, as applicable, and such surviving or transferee Relevant Party, as applicable, expressly assumes all obligations of the non-surviving Relevant Party under this Agreement and the other Transaction Documents. (g) after the occurrence and during the continuation of any Event of Default or monetary Default, such Seller shall not make any distribution, payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or ownership interest of such Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of such Seller; (h) Such Seller shall not sponsor or maintain any Plans or make any contributions to, or have any liability or obligation (direct or contingent) with respect to, any Plan or permit any ERISA Affiliate to sponsor or maintain any Plans or make any contributions to, or have any liability or obligation (direct or contingent) with respect to, any Plan; (i) Such Seller shall not hold or be deemed to hold Plan Assets or engage in any transaction, in each case, that would cause any obligation or action taken or to be taken hereunder (or the exercise by Buyer or Repo Agent of any of its rights under this Agreement, the Purchased Loans or any Transaction Document) to be a non-exempt prohibited transaction, with respect to which Buyer is the party in interest, disqualified person or equivalent, under Section 406 of ERISA, Section 4975 of the Code or substantially similar provisions under any other federal, state or local laws, rules or regulations; (j) Such Seller not make any future advances under any Purchased Loan to any Mortgagor that are not permitted by the related Purchased Loan Documents; (k) Such Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or sell all or substantially all of its properties or assets, unless explicitly permitted under this Agreement; (l) Such Seller shall not organize, form or acquire any subsidiaries that in the reasonable judgment of Repo Agent would have a material adverse impact on Buyer, Repo Agent or any Transaction, other than as explicitly provided in this Agreement, without the prior written consent of Repo Agent; (m) Such Seller shall not (i) misapply, misappropriate or convert any Income or other collections or other amounts derived from the Purchased Loans, including, if applicable, in connection with a failure to deposit such amounts into any Collection Account or the Remittance Account, (ii) deliver to any Person any materially misleading financial report or any financial report that is untrue or incorrect in any material respect, (iii) engage in any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement or any other Transaction Document, (iv) pay or otherwise transfer dividends, distributions or other payments in contravention of the provisions of this Agreement or any other Transaction Document, (v) assert that this Agreement or any other Transaction Document, or any Lien arising thereunder, is not the legal, valid and binding obligation of the applicable Person or any other party thereto, (vi) sell, convey, voluntarily transfer or voluntarily encumber any Purchased Loan or other Repurchase Asset other than in compliance with the provisions of this Agreement and the other Transaction Documents, or (vii) take any action, or fail to take any action, which prevents, delays or hinders Buyer’s perfection of its Lien in any portion or all of the Repurchase Assets; (n) Such Seller shall not change its jurisdiction of organization unless it shall have provided Repo Agent at least ten (10) days’ prior written notice of such change; (o) With with respect to any Purchased Loan, such Seller shall not fund any Advance after originationorigination that is not a Renovation Advance; and (p) Such Seller shall not make any material changes to its current policies with respect to interest rate hedging agreements without giving thegiving prior written approvalwritten notice of Buyer, such changes approval notchanges to Buyerbe unreasonably withheldBuyer.

Negative Covenants of Sellers. On and as of the Closing Date date hereof and each Purchase Date and until at all times while this Agreement or any Transaction hereunder is in effect, no longer in force with respect to any TransactionSeller shall, each Seller hereby covenants with Buyer without the prior written consent of Purchaser, which may be granted or denied at Purchaser’s sole and absolute discretion (except as follows:expressly set forth below): (ai) subject to such each Seller’s right to repurchase any Purchased LoanAsset, such Seller shall not take any action which that would directly or indirectly impair or adversely affect BuyerPurchaser’s title to the any Purchased LoansAsset or other Purchased Item; (bii) Such Seller shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the any Purchased Loans (Asset or any of them) other Purchased Item to any Person other than BuyerPurchaser, or engage in repurchase transactions or similar transactions with respect to the any Purchased Loans (Asset or any of them) other Purchased Item with any Person other than Buyer, except where the Purchased Loans in question are simultaneously repurchased from Buyer. No Relevant Party shall Purchaser; (iii) create, incur, assume, guaranty assume or suffer to exist any lienLien, encumbrance, charge or security interest in or on any of the Repurchase Assets (except where the Purchased Loans in question are simultaneously repurchased from Buyer in accordance with this Agreement) or other collateral subject to the security interests granted by any Relevant Party pursuant to any Transaction Document for the benefit of any Person other than Buyer, without the prior written consent of Repo Agent; (c) Such Seller shall not terminate any Collection Account or the Remittance Account, nor amend, modify, cancel or terminate, or permit the amendment, modification, cancellation or termination of any Transaction Document, in each case without the consent of Repo Agent in its sole and absolute discretion; (d) Such Seller shall not create, incur, assume, guaranty or suffer to exist any lien, encumbrance, charge encumbrance or security interest in or on any of its assets (including property, assets, revenue, the Repurchase Purchased Assets) , the other Collateral, whether now owned or hereafter acquired, other collateral which is subject to than the Liens and security interests interest granted by such Seller pursuant to Section 6 for the benefit Transaction Documents; (iv) create, incur, assume or permit to exist any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) to the extent the same would cause such Seller to violate the covenants contained in this Agreement or Guarantor to violate the financial covenants contained in the Guaranty; (v) enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any Person liquidation, winding up or dissolution), or sell all or substantially all of its assets (except in connection with the sale or securitization of the Purchased Assets in the ordinary course of such Seller’s business after the repurchase thereof in accordance with this Agreement); (vi) permit a Change of Control; (vii) permit (through the giving of consent, waiver, failure to object or otherwise) any Mortgaged Property or Borrower to create, incur, assume or suffer to exist any Liens or Indebtedness, including without limitation, senior or pari passu mortgage debt, junior mortgage debt or mezzanine debt (in each case, unless expressly permitted by the applicable Purchased Asset Documents or with Purchaser’s written consent); (viii) consent or assent to any Significant Modification other than Buyer in accordance with Article 29 and the applicable Servicer Letter; (ix) permit the organizational documents or organizational structure (excluding, for avoidance of doubt, reorganizations of Originator’s direct/indirect parents or changes to organizational structure which do not constitute a Change of Control) of such Seller to be amended in any manner determined by Purchaser in its reasonable discretion to be materially adverse to Purchaser without the prior written consent of Repo AgentPurchaser (provided that, for this purpose any amendment of the provisions of any Seller’s limited liability company agreement entitled “Purposes,” “Limitations on the Company’s Activities,” “Independent Manager,” “Assignments,” “Resignation,” “Admission of Additional Members,” “Dissolution” and “Amendments” and any change of any Seller’s certificate of formation (other than any such change which complies with Article 12(a)(v)) or jurisdiction of organization shall be deemed material); (e) [RESERVED]; (f) No Relevant Party shall 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 such Relevant Party’s properties and assets to any Person (except as contemplated in any of the Transaction Documents); provided, that any Relevant Party may merge with and into, or transfer all or substantially all of its properties and assets to, another Relevant Party, or enter into any similar transaction, so long as a Relevant Party is the surviving entity or the transferee of such properties and assets, as applicable, and such surviving or transferee Relevant Party, as applicable, expressly assumes all obligations of the non-surviving Relevant Party under this Agreement and the other Transaction Documents. (gx) after the occurrence and during the continuation continuance of any a monetary Default or an Event of Default or monetary Default, such Seller shall not make any distribution, payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or ownership interest Capital Stock of such Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of such Seller; (hxi) Such Seller shall not sponsor acquire or maintain any Plans right or make interest in any contributions Purchased Asset or any Mortgaged Property that is senior to, or have any liability or obligation (direct or contingent) with respect to, any Plan or permit any ERISA Affiliate to sponsor or maintain any Plans or make any contributions to, or have any liability or obligation (direct or contingent) with respect to, any Plan; (i) Such Seller shall not hold or be deemed to hold Plan Assets or engage in any transaction, in each case, that would cause any obligation or action taken or to be taken hereunder (or the exercise by Buyer or Repo Agent of any of its rights under this Agreementpari passu with, the Purchased Loans or any Transaction Document) to be a non-exempt prohibited transaction, with respect to which Buyer is the party in interest, disqualified person or equivalent, rights and interests of Purchaser therein under Section 406 of ERISA, Section 4975 of the Code or substantially similar provisions under any other federal, state or local laws, rules or regulations; (j) Such Seller not make any future advances under any Purchased Loan to any Mortgagor that are not permitted by the related Purchased Loan Documents; (k) Such Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or sell all or substantially all of its properties or assets, unless explicitly permitted under this Agreement; (l) Such Seller shall not organize, form or acquire any subsidiaries that in the reasonable judgment of Repo Agent would have a material adverse impact on Buyer, Repo Agent or any Transaction, other than as explicitly provided in this Agreement, without the prior written consent of Repo Agent; (m) Such Seller shall not (i) misapply, misappropriate or convert any Income or other collections or other amounts derived from the Purchased Loans, including, if applicable, in connection with a failure to deposit such amounts into any Collection Account or the Remittance Account, (ii) deliver to any Person any materially misleading financial report or any financial report that is untrue or incorrect in any material respect, (iii) engage in any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement or any other Transaction Document, (iv) pay or otherwise transfer dividends, distributions or other payments in contravention of the provisions of this Agreement or any other Transaction Document, (v) assert that this Agreement or any other Transaction Document, or any Lien arising thereunder, is not the legal, valid and binding obligation of the applicable Person or any other party thereto, (vi) sell, convey, voluntarily transfer or voluntarily encumber any Purchased Loan or other Repurchase Asset other than in compliance with the provisions of this Agreement and the other Transaction Documents, Documents unless such right or (vii) take any action, or fail to take any action, which prevents, delays or hinders Buyer’s perfection of its Lien in any portion or all of the Repurchase Assetsinterest is a Purchased Asset hereunder; (nxii) Such Seller shall not change its jurisdiction use any part of organization unless it shall have provided Repo Agent at least ten (10) days’ prior written notice the proceeds of such change; (o) With respect to any Purchased LoanTransaction hereunder for any purpose which violates, such Seller shall not fund any Advance after originationor would be inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System; and (pxiii) Such Seller shall not make directly, or through a Subsidiary, acquire or hold title to any material changes to its current policies with respect to interest rate hedging agreements without giving prior written notice of such changes to Buyerreal property.

Negative Covenants of Sellers. On and as of the Closing Date and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, each Seller hereby covenants with Buyer as follows: (a) subject to such Seller’s right to repurchase any Purchased Loan, such Seller shall not take any action which would directly or indirectly impair or adversely affect Buyer’s title to the Purchased Loans; (b) Such Seller shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the Purchased Loans (or any of them) to any Person other than Buyer, or engage in repurchase transactions or similar transactions with respect to the Purchased Loans (or any of them) with any Person other than Buyer, except where the Purchased Loans in question are simultaneously repurchased from Buyer. No Relevant Party shall create, incur, assume, guaranty or suffer to exist any lien, encumbrance, charge or security interest in or on any of the Repurchase Assets (except where the Purchased Loans in question are simultaneously repurchased from Buyer in accordance with this Agreement) or other collateral subject to the security interests granted by any Relevant Party pursuant to any Transaction Document for the benefit of any Person other than Buyer, without the prior written consent of Repo Agent; (c) Such Seller shall not terminate any Collection Account or the Remittance Account, nor amend, modify, cancel or terminate, or permit the amendment, modification, cancellation or termination of any Transaction Document, in each case without the consent of Repo Agent in its sole and absolute discretion; (d) Such Seller shall not create, incur, assume, guaranty or suffer to exist any lien, encumbrance, charge or security interest in or on any of its assets (including the Repurchase Assets) or other collateral which is subject to the security interests granted by such Seller pursuant to Section 6 for the benefit of any Person other than Buyer without the prior written consent of Repo Agent; (e) [RESERVED]; (f) No Relevant Party shall 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 such Relevant Party’s properties and assets to any Person (except as contemplated in any of the Transaction Documents); provided, that any Relevant Party may merge with and into, or transfer all or substantially all of its properties and assets to, another Relevant Party, or enter into any similar transaction, so long as a Relevant Party is the surviving entity or the transferee of such properties and assets, as applicable, and such surviving or transferee Relevant Party, as applicable, expressly assumes all obligations of the non-surviving Relevant Party under this Agreement and the other Transaction Documents. (g) after the occurrence and during the continuation of any Event of Default or monetary Default, such Seller shall not make any distribution, payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or ownership interest of such Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of such Seller; (h) Such Seller shall not sponsor or maintain any Plans or make any contributions to, or have any liability or obligation (direct or contingent) with respect to, any Plan or permit any ERISA Affiliate to sponsor or maintain any Plans or make any contributions to, or have any liability or obligation (direct or contingent) with respect to, any Plan; (i) Such Seller shall not hold or be deemed to hold Plan Assets or engage in any transaction, in each case, that would cause any obligation or action taken or to be taken hereunder (or the exercise by Buyer or Repo Agent of any of its rights under this Agreement, the Purchased Loans or any Transaction Document) to be a non-non- exempt prohibited transaction, with respect to which Buyer is the party in interest, disqualified person or equivalent, under Section 406 of ERISA, Section 4975 of the Code or substantially similar provisions under any other federal, state or local laws, rules or regulations; (j) Such Seller not make any future advances under any Purchased Loan to any Mortgagor that are not permitted by the related Purchased Loan Documents; (k) Such Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or sell all or substantially all of its properties or assets, unless explicitly permitted under this Agreement; (l) Such Seller shall not organize, form or acquire any subsidiaries that in the reasonable judgment of Repo Agent would have a material adverse impact on Buyer, Repo Agent or any Transaction, other than as explicitly provided in this Agreement, without the prior written consent of Repo Agent; (m) Such Seller shall not (i) misapply, misappropriate or convert any Income or other collections or other amounts derived from the Purchased Loans, including, if applicable, in connection with a failure to deposit such amounts into any Collection Account or the Remittance Account, (ii) deliver to any Person any materially misleading financial report or any financial report that is untrue or incorrect in any material respect, (iii) engage in any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement or any other Transaction Document, (iv) pay or otherwise transfer dividends, distributions or other payments in contravention of the provisions of this Agreement or any other Transaction Document, (v) assert that this Agreement or any other Transaction Document, or any Lien arising thereunder, is not the legal, valid and binding obligation of the applicable Person or any other party thereto, (vi) sell, convey, voluntarily transfer or voluntarily encumber any Purchased Loan or other Repurchase Asset other than in compliance with the provisions of this Agreement and the other Transaction Documents, or (vii) take any action, or fail to take any action, which prevents, delays or hinders Buyer’s perfection of its Lien in any portion or all of the Repurchase Assets; (n) Such Seller shall not change its jurisdiction of organization unless it shall have provided Repo Agent at least ten (10) days’ prior written notice of such change; (o) With respect to any Purchased Loan, such Seller shall not fund any Advance after origination; and (p) Such Seller shall not make any material changes to its current policies with respect to interest rate hedging agreements without giving prior written notice of such changes to Buyer.

Negative Covenants of Sellers. On and as of the Closing Date date hereof and each Purchase Date and until at all times while this Agreement or any Transaction hereunder is in effect, no longer in force with respect to any TransactionSeller shall, each Seller hereby covenants with Buyer as followswithout the prior written consent of Purchaser: (a) subject to such Seller’s right to repurchase any Purchased Loan, such Seller shall not take any action which that would directly or indirectly impair or adversely affect BuyerPurchaser’s title to the Purchased LoansAssets and the other Purchased Items; (b) Such Seller shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in any Purchased Assets and the other Purchased Loans (or any of them) Items to any Person other than BuyerPurchaser, or engage in repurchase transactions or similar transactions with respect to any Purchased Assets and the other Purchased Loans (or any of them) Items with any Person other than Buyer, except where the Purchased Loans in question are simultaneously repurchased from Buyer. No Relevant Party shall Purchaser; (c) create, incur, assume, guaranty assume or suffer to exist any lienLien, encumbrance, charge or security interest in or on any of the Repurchase Assets (except where the Purchased Loans in question are simultaneously repurchased from Buyer in accordance with this Agreement) or other collateral subject to the security interests granted by any Relevant Party pursuant to any Transaction Document for the benefit of any Person other than Buyer, without the prior written consent of Repo Agent; (c) Such Seller shall not terminate any Collection Account or the Remittance Account, nor amend, modify, cancel or terminate, or permit the amendment, modification, cancellation or termination of any Transaction Document, in each case without the consent of Repo Agent in its sole and absolute discretion; (d) Such Seller shall not create, incur, assume, guaranty or suffer to exist any lien, encumbrance, charge encumbrance or security interest in or on any of its assets (including property, assets, revenue, the Repurchase Purchased Assets) , the other Collateral, whether now owned or hereafter acquired, other collateral which is subject to than the Liens and security interests interest granted by such Seller pursuant to Section 6 for the benefit of Transaction Documents; (d) create, incur, assume or suffer to exist any Person Indebtedness or other than Buyer without obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) if the prior written consent of Repo Agentsame would cause such Seller to violate the covenants contained in Article 12 or Guarantor to violate the financial covenants contained in the Guaranty; (e) [RESERVED]permit (through the giving of consent, waiver, failure to object or otherwise) any Mortgaged Property or Mortgagor, in each case, relating to any Purchased Asset, to create, incur, assume or suffer to exist any Liens or Indebtedness, including, without limitation, junior mortgage debt or mezzanine debt (in each case, excluding Permitted Encumbrances against the related Mortgaged Property and except to the extent that any such Liens or Indebtedness are otherwise created, incurred, assumed or permitted in accordance with the Purchased Asset Documents); (f) No Relevant Party shall consent or assent to any Significant Modification relating to any Purchased Asset without Purchaser’s prior written approval other than in accordance with Article 27; (g) permit the organizational documents of such Seller to be amended in any material respect; (h) engage in in, seek or suffer consent to any Change of Control, dissolution, winding up, Division, liquidation, consolidation consolidation, merger or merger in whole or in part or convey or transfer all or substantially all sale of such Relevant Party’s properties and assets to any Person (except as contemplated in any of the Transaction Documents); provided, that any Relevant Party may merge with and into, or transfer all or substantially all of its properties assets (except in the ordinary course of business from time to time and assets toupon the repurchase of all applicable Purchased Assets of such Seller then subject to Transactions under this Agreement), another Relevant Partytransfer of membership interests or the like, or enter into any similar transaction, so long material amendment of its operating agreement (as applicable); (i) permit a Relevant Party is the surviving entity or the transferee Change of Control of such properties and assets, as applicable, and such surviving or transferee Relevant Party, as applicable, expressly assumes all obligations of the non-surviving Relevant Party under this Agreement and the other Transaction Documents.Seller; (gj) after the occurrence and during the continuation continuance of any an Event of Default or monetary Default, such Seller shall not make any distribution, payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or ownership interest Capital Stock of such Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of such Seller; (h) Such Seller shall not sponsor or maintain any Plans or make any contributions toprovided, or have any liability or obligation (direct or contingent) with respect to, any Plan or permit any ERISA Affiliate to sponsor or maintain any Plans or make any contributions to, or have any liability or obligation (direct or contingent) with respect to, any Plan; (i) Such Seller shall not hold or be deemed to hold Plan Assets or engage in any transaction, in each casehowever, that would cause any obligation or action taken or to be taken hereunder (or the exercise by Buyer or Repo Agent of any of its rights under notwithstanding anything in this Agreement, the Purchased Loans or any Transaction Document) to be a non-exempt prohibited transaction, with respect to which Buyer is the party in interest, disqualified person or equivalent, under Section 406 of ERISA, Section 4975 of the Code or substantially similar provisions under any other federal, state or local laws, rules or regulations; paragraph (j) Such to the contrary, Seller shall be permitted to declare and/or pay any dividends and distributions to its shareholders or equity owners that do not make any future advances exceed the minimum amount necessary to enable Starwood Credit Real Estate Income Trust to (x) maintain its status as a real estate investment trust (as defined under any Purchased Loan to any Mortgagor that are not permitted by Section 856 of the related Purchased Loan DocumentsInternal Revenue Code) for U.S. federal and state income tax purposes and (y) avoid the payment of federal or state income or excise tax; (k) Such Seller shall not seek its dissolution, liquidation acquire or winding up, maintain any right or interest in whole any Purchased Asset or in part, Mortgaged Property relating to any Purchased Asset that is senior to or sell all or substantially all pari passu with the rights and interests of its properties or assets, unless explicitly permitted Purchaser therein under this Agreementthe Transaction Documents; (l) Such Seller shall not organizeuse any part of the proceeds of any Transaction hereunder for any purpose which violates, form or acquire any subsidiaries that in would be inconsistent with, the reasonable judgment provisions of Repo Agent would have a material adverse impact on BuyerRegulation T, Repo Agent U or any Transaction, other than as explicitly provided in this Agreement, without X of the prior written consent Board of Repo Agent;Governors of the Federal Reserve System; or (m) Such Seller shall not (i) misapply, misappropriate permit any companion promissory note or convert any Income or other collections or other amounts derived from the Purchased Loans, including, if applicable, Companion Participation Interest in connection with a failure any Starwood Pari Passu Purchased Asset to deposit such amounts into be pledged to secure any Collection Account or the Remittance Account, (ii) deliver to any Person any materially misleading financial report or any financial report that is untrue or incorrect in any material respect, (iii) engage in any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement or any other Transaction Document, (iv) pay or otherwise transfer dividends, distributions or other payments in contravention of the provisions of this Agreement or any other Transaction Document, (v) assert that this Agreement or any other Transaction Document, or any Lien arising thereunder, is not the legal, valid and binding obligation of the applicable Person or any other party thereto, (vi) sell, convey, voluntarily transfer or voluntarily encumber any Purchased Loan or other Repurchase Asset other than in compliance with the provisions of this Agreement and the other Transaction Documents, or (vii) take any action, or fail to take any action, which prevents, delays or hinders Buyer’s perfection of its Lien in any portion or all of the Repurchase Assets; (n) Such Seller shall not change its jurisdiction of organization unless it shall have provided Repo Agent at least ten (10) days’ prior written notice of such change; (o) With respect to any Purchased Loan, such Seller shall not fund any Advance after origination; and (p) Such Seller shall not make any material changes to its current policies with respect to interest rate hedging agreements without giving prior written notice of such changes to Buyerfinancing facility.

Negative Covenants of Sellers. On and as of the Closing Date and each Purchase Date date hereof and until this Agreement is no longer in force with respect to any Transaction, each Seller hereby covenants shall not (and with Buyer as followsrespect to subsection (o) below, shall not permit any Seller Party or any ERISA Affiliate to) without the prior written consent of Buyer: (a) subject to such Seller’s right to repurchase any Purchased Loan, such Seller shall not take any action which that would directly or indirectly impair or adversely affect Buyer’s title to the Purchased Loans; (b) Such Seller shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the Purchased Loans (or any of them) or Hedging Transactions to which such Seller is a party to any Person other than Buyer, or engage in repurchase transactions or similar transactions with respect to the Purchased Loans (or any of them) with any Person other than Buyer, except where the Purchased Loans in question are simultaneously repurchased from Buyer. No Relevant Party shall ; (c) create, incur, assume, guaranty incur or suffer permit to exist any lienLien in or on the Purchased Loans, encumbranceexcept as described in Section 7 of this Agreement; (d) create, charge incur or security interest permit to exist any Lien in or on any of the Repurchase Assets (except where the Purchased Loans in question are simultaneously repurchased from Buyer in accordance with this Agreement) or other collateral Collateral subject to the security interests granted by any Relevant Party pursuant to any Transaction Document for the benefit of any Person other than Buyer, without the prior written consent of Repo Agent; (c) Such Seller shall not terminate any Collection Account or the Remittance Account, nor amend, modify, cancel or terminate, or permit the amendment, modification, cancellation or termination of any Transaction Document, in each case without the consent of Repo Agent in its sole and absolute discretion; (d) Such Seller shall not create, incur, assume, guaranty or suffer to exist any lien, encumbrance, charge or security interest in or on any of its assets (including the Repurchase Assets) or other collateral which is subject to the security interests granted by such Seller pursuant to Section 6 for the benefit 7 of any Person other than Buyer without the prior written consent of Repo Agentthis Agreement; (e) [RESERVED]modify or amend in any material respect, or terminate its Seller Constitutional Document or any other organizational documents of such Seller in a manner adverse to Buyer; provided that, any modification or amendment to the special purpose entity provisions shall be deemed material and adverse; (f) No Relevant Party change its name, organizational number, tax identification number, method of accounting, identity, structure or jurisdiction of organization unless it shall 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 have provided Buyer thirty (30) days’ prior written notice of such Relevant Party’s properties and assets change; (g) consent or approve any Material Purchased Loan Modification with respect to any Person Purchased Loan other than in accordance with this Agreement (except as contemplated it being acknowledged that Sellers shall not be deemed to be in breach of this Section 11(g) if any Material Purchased Loan Modification for any Purchased Loan is consented to or approved by the administrative agent or required lenders under the Loan Documents for the Loan of which the Transaction Documents); provided, that any Relevant Party may merge with and into, or transfer all or substantially all of its properties and assets to, another Relevant Party, or enter into any similar transactionPurchased Loan is a part, so long as a Relevant Party is the surviving entity Sellers have not consented to or the transferee approved of such properties Material Purchased Loan Modification without obtaining Buyer’s consent thereto); (h) [Reserved;] (i) directly or indirectly enter into transactions of or a series of related transactions with or for the benefit of an Affiliate (including guarantees and assets, as applicable, and such surviving or transferee Relevant Party, as applicable, expressly assumes all assumptions of obligations of the nonan Affiliate), except upon terms no less favorable, taken as a whole, to such Seller than would be obtained in a comparable arm’s-surviving Relevant Party under this Agreement and the other Transaction Documents.length transaction with a Person that is not an Affiliate; (gj) after the occurrence and during the continuation of any Event of Default or monetary Default, such Seller shall not make any distribution, payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or ownership interest of such Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of such SellerDistribution; (hk) Such Seller shall not sponsor or maintain any Plans or make any contributions tocontract, or have any liability or obligation (direct or contingent) with respect tocreate, any Plan incur, assume or permit to exist any ERISA Affiliate Investments, except to sponsor or maintain any Plans or make any contributions to, or have any liability or obligation (direct or contingent) with respect to, any Plan; (i) Such Seller shall not hold or be deemed to hold Plan Assets or engage in any transaction, in each case, that would cause any obligation or action taken or to be taken hereunder (or the exercise by Buyer or Repo Agent of any of its rights extent arising under this Agreement, the Purchased Loans other Transaction Documents, the Loan Documents or any Transaction Document) to be a non-exempt prohibited transaction, with respect Hedging Transactions to which Buyer such Seller is the party in interest, disqualified person or equivalent, under Section 406 of ERISA, Section 4975 of the Code or substantially similar provisions under any other federal, state or local laws, rules or regulationsa party; (jl) Such file a financing statement in which such Seller not make any future advances under any Purchased Loan is the debtor (as opposed to any Mortgagor that are not permitted by the related Purchased Loan Documentssecured party) other than in favor of Buyer; (km) Such Seller shall not seek enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind-up of dissolve itself (or suffer any liquidation, winding-up or dissolution), or discontinue its dissolutionbusiness or engage in any other business other than the business of acquiring, liquidation originating, selling, assigning, transferring, financing or winding up, in whole or in partdisposing of Eligible Loans, or sell all or substantially all of its properties or assets, unless explicitly permitted under this Agreement; (l) Such Seller shall not organize, form or acquire any subsidiaries ; provided that in the reasonable judgment of Repo Agent would have a material adverse impact on Buyer, Repo Agent or any Transaction, other than as explicitly provided nothing in this Agreement, without the prior written consent of Repo Agent; clause (m) Such shall preclude any Seller shall not (i) misapplyfrom terminating, misappropriate in accordance with Section 3(g), all outstanding Transactions relating to Purchased Loans that such Seller has transferred to Buyer hereunder and selling, assigning, transferring, financing or convert any Income disposing of all or other collections or other amounts derived from the substantially all of such Purchased Loans, including, if applicable, Loans in connection with a failure to deposit any securitization of such amounts into any Collection Account or the Remittance Account, (ii) deliver to any Person any materially misleading financial report or any financial report that is untrue or incorrect in any material respect, (iii) engage in any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement or any other Transaction Document, (iv) pay or otherwise transfer dividends, distributions Purchased Loans or other payments in contravention refinancing of the provisions of this Agreement or any other Transaction Document, (v) assert that this Agreement or any other Transaction Document, or any Lien arising thereunder, is not the legal, valid and binding obligation of the applicable Person or any other party thereto, (vi) sell, convey, voluntarily transfer or voluntarily encumber any such Purchased Loan or other Repurchase Asset other than in compliance with the provisions of this Agreement and the other Transaction Documents, or (vii) take any action, or fail to take any action, which prevents, delays or hinders Buyer’s perfection of its Lien in any portion or all of the Repurchase AssetsLoans; (n) Such such Seller will not request any Transaction, and shall not use, and such Seller shall ensure that such Seller and its respective directors, officers, employees and agents acting or benefiting in any capacity in connection with the Transactions shall not change its jurisdiction use, the proceeds or permit the use of organization unless it shall have provided Repo Agent at least ten any proceeds of the Transactions to be used, directly or indirectly (10i) days’ prior written notice in furtherance of such changean offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or (ii) in any manner that would result in the violation of any applicable Sanctions; (o) With except as would not reasonably be expected to result in a Material Adverse Effect, (i) establish, maintain, contribute to, or incur any liability (contingent or otherwise) or with respect to, any Plan; and (ii) take any action that would cause its underlying assets to constitute Plan Assets; or (p) enter into any acknowledgement or agreement that gives any other Person or entity (except Buyer) control over, or any other security interest, lien or title in, the Cash Management Account. If any Seller shall be required to respond to any request for consent or approval of any Material Purchased Loan Modification with respect to any Purchased LoanLoan received from any Underlying Obligor, administrative agent or other Person within any specified time period under the related Loan Documents, such Seller shall not fund any Advance after origination; and (pnotify Buyer of such time period when it delivers its request for consent to such Material Purchased Loan Modification to Buyer under Section 11(g) Such above. Provided that the applicable Seller shall not make any material changes to its current policies with respect to interest rate hedging agreements without giving prior have notified Buyer of such required time period (the “Required Response Time”) for such Seller’s response under the related Loan Documents, Buyer hereby agrees that it shall deliver written notice of its approval or disapproval of such changes Material Purchased Loan Modification to Buyerthe applicable Seller at least one (1) Business Day before such Seller is required to respond under the related Loan Documents. If Buyer shall fail to deliver such written notice of its approval or disapproval of such Material Purchased Loan Modification to the applicable Seller at least one (1) Business Day before such Seller is required to respond under the related Loan Documents and (i) the applicable Required Response Time is at least five (5) Business Days, Buyer shall be deemed to have approved such Material Purchased Loan Modification or (ii) the applicable Required Response Time is less than five (5) Business Days, Buyer shall be deemed to have disapproved such Material Purchased Loan Modification.

Negative Covenants of Sellers. On and as of the Closing Date date hereof and each Purchase Date and until at all times while this Agreement or any Transaction hereunder is in effect, no longer in force with respect to any TransactionSeller shall without the prior written consent of Purchaser, each Seller hereby covenants with Buyer as followswhich may be granted or denied at Purchaser’s sole and absolute discretion: (ai) subject to such Seller’s Sellers’ right to repurchase any Purchased LoanAsset, such Seller shall not take any action which that would directly or indirectly impair or adversely affect BuyerPurchaser’s title to the any Purchased LoansAsset or other Purchased Item; (bii) Such Seller shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the any Purchased Loans (Asset or any of them) other Purchased Item to any Person other than BuyerPurchaser, or engage in repurchase transactions or similar transactions with respect to the any Purchased Loans (Asset or any of them) other Purchased Item with any Person other than Buyer, except where the Purchased Loans in question are simultaneously repurchased from Buyer. No Relevant Party shall Purchaser; (iii) create, incur, assume, guaranty assume or suffer to exist any lien, encumbrance, charge or security interest Lien in or on any of its property, assets, revenue, the Repurchase Assets Purchased Assets, the other Collateral, whether now owned or hereafter acquired, other than the Liens and security interest granted by such Seller pursuant to the Transaction Documents; (iv) [reserved]; (v) enter into any transaction of merger or consolidation or Division or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution), or sell all or substantially all of its assets (except where in connection with the sale or securitization of the Purchased Loans Assets in question are simultaneously repurchased from Buyer the ordinary course of such Seller’s business after the repurchase thereof in accordance with this Agreement); (vi) permit a Change of Control; (vii) permit (through the giving of consent, waiver, failure to object or other collateral subject otherwise) any Mortgaged Property or Borrower to create, incur, assume or suffer to exist any Liens or Indebtedness, including without limitation, senior or pari passu mortgage debt, junior mortgage debt or mezzanine debt (in each case, unless expressly permitted by the security interests granted by any Relevant Party pursuant applicable Purchased Asset Documents); (viii) consent or assent to any Transaction Document for the benefit of any Person Material Decision other than Buyer, in accordance with Article 29 and the Servicing Agreement; (ix) permit the organizational documents of such Seller to be amended in any material respect without the prior written consent of Repo AgentPurchaser; (c) Such Seller shall not terminate any Collection Account or the Remittance Account, nor amend, modify, cancel or terminate, or permit the amendment, modification, cancellation or termination of any Transaction Document, in each case without the consent of Repo Agent in its sole and absolute discretion; (d) Such Seller shall not create, incur, assume, guaranty or suffer to exist any lien, encumbrance, charge or security interest in or on any of its assets (including the Repurchase Assets) or other collateral which is subject to the security interests granted by such Seller pursuant to Section 6 for the benefit of any Person other than Buyer without the prior written consent of Repo Agent; (e) [RESERVED]; (f) No Relevant Party shall 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 such Relevant Party’s properties and assets to any Person (except as contemplated in any of the Transaction Documents); provided, that any Relevant Party may merge with and into, or transfer all or substantially all of its properties and assets to, another Relevant Party, or enter into any similar transaction, so long as a Relevant Party is the surviving entity or the transferee of such properties and assets, as applicable, and such surviving or transferee Relevant Party, as applicable, expressly assumes all obligations of the non-surviving Relevant Party under this Agreement and the other Transaction Documents. (gx) after the occurrence and during the continuation continuance of any a monetary Default or an Event of Default or monetary Default, such Seller shall not make any distribution, payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or ownership interest Capital Stock of such Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of such Seller; (hxi) Such Seller shall not sponsor acquire or maintain any Plans right or make interest in any contributions Purchased Asset or any Mortgaged Property that is senior to, or have any liability or obligation (direct or contingent) with respect to, any Plan or permit any ERISA Affiliate to sponsor or maintain any Plans or make any contributions to, or have any liability or obligation (direct or contingent) with respect to, any Plan; (i) Such Seller shall not hold or be deemed to hold Plan Assets or engage in any transaction, in each case, that would cause any obligation or action taken or to be taken hereunder (or the exercise by Buyer or Repo Agent of any of its rights under this Agreementpari passu with, the Purchased Loans or any Transaction Document) to be a non-exempt prohibited transaction, with respect to which Buyer is the party in interest, disqualified person or equivalent, rights and interests of Purchaser therein under Section 406 of ERISA, Section 4975 of the Code or substantially similar provisions under any other federal, state or local laws, rules or regulations; (j) Such Seller not make any future advances under any Purchased Loan to any Mortgagor that are not permitted by the related Purchased Loan Documents; (k) Such Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or sell all or substantially all of its properties or assets, unless explicitly permitted under this Agreement; (l) Such Seller shall not organize, form or acquire any subsidiaries that in the reasonable judgment of Repo Agent would have a material adverse impact on Buyer, Repo Agent or any Transaction, other than as explicitly provided in this Agreement, without the prior written consent of Repo Agent; (m) Such Seller shall not (i) misapply, misappropriate or convert any Income or other collections or other amounts derived from the Purchased Loans, including, if applicable, in connection with a failure to deposit such amounts into any Collection Account or the Remittance Account, (ii) deliver to any Person any materially misleading financial report or any financial report that is untrue or incorrect in any material respect, (iii) engage in any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement or any other Transaction Document, (iv) pay or otherwise transfer dividends, distributions or other payments in contravention of the provisions of this Agreement or any other Transaction Document, (v) assert that this Agreement or any other Transaction Document, or any Lien arising thereunder, is not the legal, valid and binding obligation of the applicable Person or any other party thereto, (vi) sell, convey, voluntarily transfer or voluntarily encumber any Purchased Loan or other Repurchase Asset other than in compliance with the provisions of this Agreement and the other Transaction Documents, Documents unless such right or (vii) take any action, or fail to take any action, which prevents, delays or hinders Buyer’s perfection of its Lien in any portion or all of the Repurchase Assetsinterest is a Purchased Asset hereunder; (nxii) Such Seller shall not change its jurisdiction use any part of organization unless it shall have provided Repo Agent at least ten (10) days’ prior written notice the proceeds of such changeany Transaction hereunder for any purpose which violates, or would be inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System; (oxiii) With respect directly, or through a Subsidiary, acquire or hold title to any Purchased Loan, such Seller shall not fund any Advance after originationreal property; and (pxiv) Such Seller shall not make take any material changes action that will cause its “centre of main interests” (as such term is used in the Insolvency Regulation) to its current policies with respect to interest rate hedging agreements without giving prior written notice of such changes to Buyerbe located in the United Kingdom or Europe or register as a company in any jurisdiction other than Delaware.

Negative Covenants of Sellers. On and as of the Closing Date and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, each Seller hereby covenants with Buyer as follows: (a) subject to such Seller’s right to repurchase any Purchased Loan, such Seller shall not take any action which would directly or indirectly impair or adversely affect Buyer’s title to the Purchased Loans; (b) Such Seller shall not transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecatehypothecate or convey any security interest in any interest rate hedge, directly or indirectly, any interest in the Purchased Loans (or any of them) to any Person other than Buyer, or engage in repurchase transactions or similar transactions with respect to the Purchased Loans (or any of them) with any Person other than Buyer, except where the Purchased Loans in question are simultaneously repurchased from Buyer. No Relevant Party shall create, incur, assume, guaranty or suffer to exist any lien, encumbrance, charge or security interest in or on any of the Repurchase Assets (except where the Purchased Loans in question are simultaneously repurchased from Buyer in accordance with this Agreement) or other collateral subject to the security interests granted by any Relevant Party pursuant to any Transaction Document for the benefit of any Person other than Buyer, without the prior written consent of Repo Agent; (c) Such Seller shall not terminate any Collection Account or the Remittance Account, nor amend, modify, cancel or terminate, or permit the amendment, modification, cancellation or termination of any Transaction Document, in each case without the consent of Repo Agent in its sole and absolute discretion; (d) Such Seller shall not create, incur, assume, guaranty or suffer to exist any lien, encumbrance, charge or security interest in or on any of its assets (including the Repurchase Assets) or other collateral which is subject to the security interests granted by such Seller pursuant to Section 6 for the benefit of any Person other than Buyer without the prior written consent of Repo Agent; (e) [RESERVED]; (f) No Relevant Party shall 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 such Relevant Party’s properties and assets to any Person (except as contemplated in any of the Transaction Documents); provided, that any Relevant Party may merge with and into, or transfer all or substantially all of its properties and assets to, another Relevant Party, or enter into any similar transaction, so long as a Relevant Party is the surviving entity or the transferee of such properties and assets, as applicable, and such surviving or transferee Relevant Party, as applicable, expressly assumes all obligations of the non-surviving Relevant Party under this Agreement and the other Transaction Documents. (g) after the occurrence and during the continuation of any Event of Default or monetary Default, such Seller shall not make any distribution, payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or ownership interest of such Seller, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of such Seller; (h) Such Seller shall not sponsor or maintain any Plans or make any contributions to, or have any liability or obligation (direct or contingent) with respect to, any Plan or permit any ERISA Affiliate to sponsor or maintain any Plans or make any contributions to, or have any liability or obligation (direct or contingent) with respect to, any Plan; (i) Such Seller shall not hold or be deemed to hold Plan Assets or engage in any transaction, in each case, that would cause any obligation or action taken or to be taken hereunder (or the exercise by Buyer or Repo Agent of any of its rights under this Agreement, the Purchased Loans or any Transaction Document) to be a non-exempt prohibited transaction, with respect to which Buyer is the party in interest, disqualified person or equivalent, under Section 406 of ERISA, Section 4975 of the Code or substantially similar provisions under any other federal, state or local laws, rules or regulations; (j) Such Seller not make any future advances under any Purchased Loan to any Mortgagor that are not permitted by the related Purchased Loan Documents; (k) Such Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or sell all or substantially all of its properties or assets, unless explicitly permitted under this Agreement; (l) Such Seller shall not organize, form or acquire any subsidiaries that in the reasonable judgment of Repo Agent would have a material adverse impact on Buyer, Repo Agent or any Transaction, other than as explicitly provided in this Agreement, without the prior written consent of Repo Agent; (m) Such Seller shall not (i) misapply, misappropriate or convert any Income or other collections or other amounts derived from the Purchased Loans, including, if applicable, in connection with a failure to deposit such amounts into any Collection Account or the Remittance Account, (ii) deliver to any Person any materially misleading financial report or any financial report that is untrue or incorrect in any material respect, (iii) engage in any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement or any other Transaction Document, (iv) pay or otherwise transfer dividends, distributions or other payments in contravention of the provisions of this Agreement or any other Transaction Document, (v) assert that this Agreement or any other Transaction Document, or any Lien arising thereunder, is not the legal, valid and binding obligation of the applicable Person or any other party thereto, (vi) sell, convey, voluntarily transfer or voluntarily encumber any Purchased Loan or other Repurchase Asset other than in compliance with the provisions of this Agreement and the other Transaction Documents, or (vii) take any action, or fail to take any action, which prevents, delays or hinders Buyer’s perfection of its Lien in any portion or all of the Repurchase Assets; (n) Such Seller shall not change its jurisdiction of organization unless it shall have provided Repo Agent at least ten (10) days’ prior written notice of such change; (o) With respect to any Purchased Loan, such Seller shall not fund any Advance after origination; and (p) Such Seller shall not make any material changes to its current policies with respect to interest rate hedging agreements without giving prior written notice of such changes to Buyer.

Negative Covenants of Sellers. On and as of the Closing Date date of this Agreement and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, each Seller hereby covenants with Buyer as followsthat it shall not: (a) subject to such Seller’s right to repurchase any Purchased Loan, such Seller shall not take any action which that would directly or indirectly impair or adversely affect Buyer’s 's title to or the value of the Purchased Mortgage Loans; (b) Such Seller shall not transferpledge, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, transfer any interest in the Purchased Mortgage Loans (or any of them) to any Person person not a party to this Agreement (other than Buyer, in connection with a Whole Loan Sale or engage in repurchase transactions or similar transactions with respect to the Purchased Loans (or any of themPermitted Securitization consummated as provided herein) with any Person other than Buyer, except where the Purchased Loans in question are simultaneously repurchased from Buyer. No Relevant Party shall nor create, incur, assume, guaranty incur or suffer permit to exist any lien, encumbrance, charge encumbrance or security interest in or on any of the Repurchase Assets (except where the Purchased Mortgage Loans except in question are simultaneously repurchased from favor of Buyer as described in accordance with Section 6 of this Agreement; provided, that this Section 11(b) or other collateral subject shall cease to the security interests granted by any Relevant Party pursuant be effective with respect to any Transaction Document for Purchased Mortgage Loan upon any repurchase of such Purchased Mortgage Loan by the benefit of any Person other than Buyer, without the prior written consent of Repo Agentapplicable Seller or its designee; (c) Such Seller shall not terminate (i) liquidate, wind up or dissolve itself (or suffer any Collection Account liquidation, winding up or the Remittance Accountdissolution), nor amend(ii) permit a Change in Control, modify(iii) change its name, cancel identity, corporate structure, state of incorporation or terminatetaxable status, or permit the amendment, modification, cancellation or termination (iv) change its principal place of any Transaction Document, in each case business without the consent of Repo Agent in its sole and absolute discretion;thirty (30) days prior written notice to Buyer. (d) Such Seller shall not create, incur, assume, guaranty assume or suffer to exist any lienGuarantee Obligation, encumbrance, charge except for those Guarantee Obligations existing as of the date of this Agreement or security interest in or on any of its assets (including the Repurchase Assets) or other collateral which is subject to the security interests granted by such Seller permitted pursuant to Section 6 for the benefit of any Person other than Buyer without the prior written consent of Repo Agent;11(o)(v). (e) [RESERVED]engage in any line or lines of business activity other than the businesses now generally carried on by it, including, without limitation, the direct or indirect extension of loans or credit to Person in connection therewith in connection with Sellers' correspondent loan program; (f) No Relevant Party shall engage enter into any transaction (including any purchase, sale, lease or exchange of property or the rendering of any service) in an aggregate amount greater than $5,000,000, with any Affiliate unless such transaction is (i) otherwise permitted under this Agreement, (ii) in the ordinary course of Seller's business, (iii) between FIC and FMC only, or suffer any Change of Control(iv) upon fair and reasonable terms no less favorable to Seller than it would obtain in a comparable arm's length transaction with a Person that is not an Affiliate, dissolution, winding up, liquidation, consolidation or merger in whole or in part or convey or transfer all or substantially all of such Relevant Party’s properties and assets make a payment to any Person (except as contemplated in any of the Transaction Documents)Affiliate that is not otherwise permitted by this Agreement; provided, however, that any Relevant Party may merge with and into, or transfer all or substantially all of its properties and assets to, another Relevant Party, or enter into any similar transaction, so long as a Relevant Party is the surviving entity or the transferee of such properties and assets, as applicable, and such surviving or transferee Relevant Party, as applicable, expressly assumes all obligations of the non-surviving Relevant Party under this Agreement and the other Transaction Documents.Section 11(f) shall not apply to transactions relating to Structured Securities Debt; (g) after except in the absence of the occurrence and during the continuation continuance of any an Event of Default or monetary Defaultand so long as no Event of Default would result from such actions, such Seller shall not make any distributionadvance, loan (other than residential mortgage loans in the ordinary course of business), extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or make any other investment in, any Person, except for advances, loans or investments in consolidated subsidiaries or to and among Sellers; (h) make any changes to its fiscal year except after prior written notice to Buyer and Seller's agreement to Buyer's recalculation, in Buyer's discretion, of the financial covenants in Section 12(m); (i) except in the absence of the occurrence and continuance of an Event of Default and so long as no Event of Default would result from such actions, (i) make any optional payment or prepayment on or redemption or purchase of any Indebtedness, other than in the ordinary course of business or (ii) amend, modify or change, or consent or agree to any amendment, modification or change to any of the terms of any Indebtedness (other than any such amendment, modification or change that would extend the maturity or reduce the amount of any payment of principal thereof or that would reduce the rate or extend the date for payment of interest thereon), other than in the ordinary course of business under any such mortgage warehouse repurchase or financing facility; (j) enter into any arrangement with any Person providing for the leasing by Seller of real or personal property that has been or is to be sold or transferred by Seller to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of Seller, other than in the ordinary course of business and after written notice to Buyer; (k) except in the absence of the occurrence and continuance of an Event of Default and so long as no Event of Default would result from such actions, declare or pay any dividend or make any other distribution on, or make any payment on account of, or set apart assets for, for a sinking or other analogous fund for for, the purchase, redemption, defeasance, retirement or other acquisition of any equity shares of any class of Capital Stock of the Seller or ownership interest of any warrants or options to purchase any such SellerCapital Stock, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of such the Seller; ; provided, however, that following the occurrence and during the continuation of any Event of Default, upon the written consent of Buyer, which consent shall be granted or withheld by Buyer in its sole discretion within one (h1) Such Seller shall not sponsor Business Day of the receipt of a request from the Sellers, the Sellers may make distributions and dividends in cash or maintain any Plans or make any contributions to, or have any liability or obligation other property but only to the extent of (direct or contingenti) FIC's distributable share of FMC's net taxable income and gain (as determined for federal income tax purposes) with respect toto such taxable year, any Plan or permit any ERISA Affiliate and only to sponsor or maintain any Plans or make any contributions to, or have any liability or obligation the extent reasonably necessary for FIC to satisfy its REIT Distribution Requirement with respect to such taxable year and (direct or contingentii) with respect toto FIC, any Plan; (i) Such Seller shall not hold or be deemed distributions and dividends only to hold Plan Assets or engage in any transaction, in each case, that would cause any obligation or action taken or the extent reasonably necessary for FIC to be taken hereunder (or the exercise by Buyer or Repo Agent of any of satisfy its rights under this Agreement, the Purchased Loans or any Transaction Document) to be a non-exempt prohibited transaction, REIT Distribution Requirement with respect to which Buyer is the party in interest, disqualified person or equivalent, under Section 406 of ERISA, Section 4975 of the Code or substantially similar provisions under any other federal, state or local laws, rules or regulations; (j) Such Seller not make any future advances under any Purchased Loan to any Mortgagor that are not permitted by the related Purchased Loan Documents; (k) Such Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or sell all or substantially all of its properties or assets, unless explicitly permitted under this Agreementsuch taxable year; (l) Such Seller shall not organize, form or acquire any subsidiaries that in the reasonable judgment of Repo Agent would have a material adverse impact on Buyer, Repo Agent or any Transaction, other than as explicitly provided in this Agreement, without the prior written consent of Repo Agent(Reserved); (m) Such (Reserved); (n) enter into any agreement, other than this Agreement or an agreement entered into pursuant to Section 11(o)(iv), 11(o)(v) and 11(o)(vi) below, that prohibits or limits the ability of Seller shall not to create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired; (o) be liable for or create, assume incur, guarantee, or in any manner become liable, contingently or otherwise, in respect of any Indebtedness (including Guarantee Obligations), except: (i) misapply, misappropriate or convert any Income or other collections or other amounts derived from the Purchased Loans, including, if applicable, in connection with a failure to deposit such amounts into any Collection Account or the Remittance Account, Transactions; (ii) deliver other Indebtedness to any Person any materially misleading financial report or any financial report that is untrue or incorrect in any material respect, (iii) engage in any fraud, willful misconduct or intentional misrepresentation in connection with this Agreement or any other Transaction Document, (iv) pay or otherwise transfer dividends, distributions or other payments in contravention of the provisions of this Agreement or any other Transaction Document, (v) assert that this Agreement or any other Transaction Document, or any Lien Buyer arising thereunder, is not the legal, valid and binding obligation of the applicable Person or any other party thereto, (vi) sell, convey, voluntarily transfer or voluntarily encumber any Purchased Loan or other Repurchase Asset other than in compliance with the provisions of under this Agreement and the other Transaction Facility Documents, or (vii) take any action, or fail to take any action, which prevents, delays or hinders Buyer’s perfection of its Lien in any portion or all of the Repurchase Assets; (niii) Such Seller shall not change its jurisdiction obligations in connection with operating expenses arising in the ordinary course of organization unless it shall have provided Repo Agent at least ten (10) days’ prior written notice of such changeSeller's business; (oiv) With respect Indebtedness relating solely to any Purchased Loanthe acquisition or leasing of equipment (including computers) used in the ordinary course of business and which may be secured by such equipment, to the extent that such leases are ordinary and customary in Seller's industry, and the proceeds of which are not distributed to Seller shall not except as reimbursement for monies expended to fund any Advance after origination; and (p) Such Seller shall not make any material changes to its current policies with respect to interest rate hedging agreements without giving prior written notice the financing, acquisition or leasing of such changes to Buyer.equipment;