Common use of Single-Purpose Entity Clause in Contracts

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) It is and intends to remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller will file consolidated Tax returns, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law). (e) It will, and will at all times hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will correct any known misunderstanding regarding such status, it will conduct business in its own name, it will not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has not commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (n) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (o) It shall not take any of the following actions without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with BuyerPurchaser, that as of the date hereof and for so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):effect: (a) It is Seller shall own no assets, and intends shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Transaction Document; (b) Seller shall not make any loans or advances to remain solvent any Affiliate and it has paid and will shall not acquire obligations or securities of its Affiliates; (c) Seller shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.assets; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe all limited liability company its organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its AffiliatesAffiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of Requirements of Law; provided, its members that (i) appropriate notation shall be made on such financial statements to indicate the separateness of 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, Person and Master Seller will (ii) such assets shall also be listed on the Seller’s own separate balance sheet) and file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter Requirements of lawLaw).; (eg) It willSeller shall be, and will at all times shall hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will and shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents.other; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to 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, however, that nothing contained in this Section 12 or otherwise in this Agreement operations and shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.remain solvent; (li) It has not commingled and will Seller shall not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Seller shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate or any other Person.; (nk) Except as contemplated under the Transaction Documents, it has not held and will Seller shall not hold itself out to be responsible for the debts or obligations of any other Person.; (ol) It Seller shall not take any of the following actions not, without the affirmative vote prior unanimous written consent of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolventIndependent Managers, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action that will result in furtherance an Act of any of the foregoing.Insolvency; (pm) It has no liabilitiesSeller shall, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times times, have at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller.; (tn) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement Seller’s organizational documents shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer that Purchaser be given at least two (2) Business Days prior notice of the removal and/or replacement of the any Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iiiii) that any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of the actions contemplated by Section 12(o) aboveInsolvency; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything ; (o) Seller shall not enter into any transaction with an Affiliate of the Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Seller shall maintain a sufficient number of employees in light of contemplated business operations; (q) Seller shall use separate invoices and checks bearing its own name, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate; (r) Seller shall not pledge its assets to secure the contrary contained herein obligations of any other Person; (s) Seller shall not form, acquire or hold any Subsidiary or own any equity interest in any other entity; and (t) Seller shall not create, incur, assume or suffer to exist any Lien, encumbrance or security interest in or on any of its property, assets, revenue, the Purchased Assets, the other Collateral, whether now owned or hereafter acquired, other than the Liens and security interest granted by Seller pursuant to the Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithDocuments.

Single-Purpose Entity. Seller Borrower hereby represents and warrants to BuyerLender that, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):effect: (a) It is and intends to remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documentsarticles of organization. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller it will file consolidated Tax its own tax returns, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP Income Tax Basis accounting or as a matter of law). (e) It willhas been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller)other, it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will shall pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, Collateral and cash and or other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loansin connection therewith. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans Collateral in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 100,000.00 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Loansthe Collateral; provided, however, that any such trade payables incurred by Seller Borrower shall be paid within sixty (60) 60 days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has shall not commingled and seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control, or consolidation or merger with respect to Borrower. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof)Person. (mn) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (no) Except as contemplated under the Transaction Documents, it It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (op) It shall not take any of the following actions without the affirmative vote of the Independent Manageractions: (i) permit its members to dissolve or liquidate SellerBorrower, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy LawsCode, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller Borrower or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (pq) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing financing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposesMortgage Loan. (r) It has not conducted and shall not maintain any employeesconduct its business consistent with the requirements of being a Single-Purpose Entity. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have hire or engage any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithemployees.

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as at all times while this Agreement or any of the Transaction Documents shall remain hereunder is in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):covenants that: (a) It Seller shall own no assets, and shall not engage in any business, other than the Purchased Assets, proposed Purchased Assets and Purchased Assets reacquired by Seller from Buyer, and other assets incidental to the origination, acquisition, ownership, financing, securitization and disposition of the Purchased Assets; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates an Eligible Asset under its good faith belief that such Eligible Asset will become a Purchased Asset; provided, further, that in the event Buyer does not approve such Eligible Asset for inclusion in a Transaction, then Seller shall convey all of its right, title and interest in such Eligible Asset to a third party by not later than ten (10) Business Days after Buyer disapproves (or is deemed to have disapproved) such Eligible Asset; (b) Seller shall not make any loans or advances to any Affiliate or third party and intends shall not acquire obligations or securities of its Affiliates other than those obligations related to remain solvent and it has paid and Purchased Assets or securities consisting of Purchased Assets or Eligible Assets which Seller believes in good faith will become a Purchased Asset; (c) Seller shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.assets; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe all limited liability company its organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members Affiliates that are not a Seller (except that such financial statements may be consolidated to the extent consolidation is permitted or required under GAAP or as a matter of Requirements of Law; provided that (i) appropriate notation shall be made on such financial statements to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate that is not a Seller or any other Person, Person that is not a Seller and Master Seller will (ii) such assets shall also be listed on Seller’s own separate balance sheet) and file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or Requirements of Law, such as in the case of a matter of lawdisregarded entity).; (eg) It willSeller shall be, and will at all times shall hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for tax purposes), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will and shall not identify itself or any of its Affiliates as a division or part of the other; (h) Seller 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, in each case, only to the extent sufficient Income is produced from its assets. The foregoing shall in no way be construed as requiring the contribution of capital to Seller by any direct or indirect holders of interests in Seller; (i) Seller shall not commingle its funds or other assets with those of any Affiliate that is not a Seller 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 others; (j) Seller shall maintain its properties, assets and accounts separate from those of any Affiliate that is not a Seller or any other Person; (k) Seller shall not hold itself out to be responsible for the debts or obligations of any other Person that is not a Seller; (l) Seller shall not, without the prior written consent of its Independent Member, take any action that will result in an Act of Insolvency; (m) Seller shall, at all times, have at least one (1) Independent Member; (n) Seller’s organizational documents shall provide (i) that Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Member, together with the name and contact information of the replacement Independent Member and evidence of the replacement’s satisfaction of the definition of Independent Member and (ii) that any Independent Member 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, any Series Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (o) Seller may refer shall not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms similar to itself as those available to unaffiliated parties in an arm’s length transaction; (p) Seller shall maintain a “series” sufficient number of Master Seller)employees in light of contemplated business operations; provided, it will however, that Seller shall not be required to maintain and utilize any employees; (q) Seller shall use separate stationary, invoices and checkschecks bearing its own name, and Master Seller or allocate fairly and reasonably any Series Seller will pay to any Affiliate that incurs costs overhead for shared office space and administrative for services that it uses, the amount performed by an employee of such costs allocable to its use of such office space and administrative services.an Affiliate; (fr) It has Seller shall not owned and will not own any property or pledge its assets to secure the obligations of any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates Person (other than another Seller and as otherwise pledged under the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate.; (is) It has Seller shall not incurred and will form, acquire or hold any Subsidiary or own any equity interest in any other entity; and (t) Seller shall not incur create, incur, assume or suffer to exist any indebtedness Indebtedness, Lien, encumbrance or obligationsecurity interest in or on any of its property, secured assets, revenue, the Purchased Assets, the other Collateral, whether now owned or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation)hereafter acquired, other than (Ai) obligations under the Transaction Documents Documents, (ii) obligations under the documents evidencing the Purchased Assets, and (Biii) unsecured trade payables, in an aggregate amount not to exceed $250,000 the Seller Threshold at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has not commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (n) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (o) It shall not take any of the following actions without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):effect: (a) It is and intends to remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documentsdocumentation. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller it will file consolidated Tax its own tax returns, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law). (e) It willhas been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller)other, it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will shall pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased LoansPortfolio Collateral, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loansits interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans Portfolio Collateral in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’sarm's-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible LoansPortfolio Collateral; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) 60 days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing acquisition of the Eligible LoansPortfolio Securities) or any other Person. (k) It has maintained and intends to will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has shall not commingled and seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control, consolidation or merger with respect to Seller or the Sponsor. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof)Person. (mn) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (no) Except as contemplated under the Transaction Documents, it It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (op) It The Seller shall not take any of the following actions without the affirmative vote of the Independent Manager: actions: (i) permit its members shareholders to dissolve or liquidate the Seller, in whole or in part; (ii) consolidate or merge with or into any other entity (where such member is not the surviving entity) or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy LawsCode, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of the Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (pq) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing financing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposesPortfolio Collateral. (r) It has not conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof and so long as of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any of the Transaction Documents shall Repurchase Obligations remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):outstanding: (a) It it is and intends to remain solvent solvent, and it has paid and will intends to pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and to preserve its existence.existence as an entity duly organized, validly existing and in good standing under the applicable laws of the jurisdiction of its organization or formation; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and Master Seller it will file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It willit has been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case Affiliate of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), and it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services.; (f) It it has not owned and will not own any property or any other assets other than the Purchased Loans, cash Assets and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans.rights ancillary thereto; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedgingadministration, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans Assets in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ai) obligations under the Transaction Documents Documents, (ii) obligations under the documents evidencing the Purchased Assets, and (Biii) unsecured trade payables, in an aggregate amount not to exceed $250,000 400,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred.; (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person (other than in connection with the origination, acquisition, ownership or financing or refinancing of the Eligible Loans) or any other Person.Purchased Assets); (k) It has maintained and it intends to 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (l) It has it will not commingled and seek the dissolution, liquidation or winding up, in whole or in part of Seller; (m) it will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof).Person; (mn) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (no) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (op) It shall not take any of the following actions without the affirmative vote of the Independent Manager: it will (i) permit its members to dissolve or liquidate Seller, in whole or in part; have at all times at least one (1) Independent Director and (ii) consolidate provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or merge replaced without Cause, (ii) Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director, together with or into any other entity or convey or transfer all or substantially all the name and contact information of its properties the replacement Independent Director and assets to any entity; or evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency with respect to Seller; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the consent of its Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees.; and (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithemployees.

Single-Purpose Entity. Each Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof Closing Date and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):effect: (a) It is and intends to remain solvent Solvent and it has paid and will pay its debts and liabilities (including allocated employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other PersonPerson (except, and Master Seller will file consolidated Tax returnsin each case, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law), and, to the extent required by law, it will timely (i) file its own Tax returns, if any (except, for the avoidance of doubt, if such Seller is included as part of a consolidated, unitary, combined or similar tax return and not so obligated to file, or if such Seller is disregarded as a separate entity for applicable tax purposes), and (ii) pay any Taxes required to be paid by it under applicable law. (e) It willhas been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller)other, it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or allocate fairly and reasonably any Series Seller will pay to any Affiliate that incurs costs overhead for shared office space and administrative for services that it uses, the amount performed by an employee of such costs allocable to its use of such office space and administrative servicesan Affiliate. (f) It has not owned and will not own any property or any other assets other than the (i) Purchased Loans, cash (ii) Eligible Loans that have received internal credit approval from Buyer to be the subject of a Transaction, but have not yet become Purchased Loans on a Purchase Date, (iii) Purchased Loans that are subject to an early repurchase and are promptly conveyed to a third party or any Affiliate (including in connection with a securitization transaction), (iv) its interest under the Transaction Documents, (v) cash, and (vi) all other assets incidental to the originationorganization, acquisition, ownership, hedging, administering, financing and disposition of the Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisitionorigination, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such AffiliateAffiliate and except as specifically contemplated in Section 3(q). (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 400,000 at any one time outstanding, incurred in the ordinary course of acquiring, originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Purchased Loans; providedprovided that (A) for unsecured trade payables that constitute legal and transaction related fees in connection with the negotiation and entry into the Transaction Documents, howeverno such value limit shall apply, that and (B) any such and all unsecured trade payables incurred by Seller Sellers shall be paid within sixty (60) 90 days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has shall not commingled and seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to such Seller. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof)Person. (mn) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (no) Except as contemplated under the Transaction Documents, it It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (op) It shall not take any of the following actions without at all times maintain at least one Independent Manager. Without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) such Seller shall not institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy LawsCode, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of such Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (pq) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, acquisition, ownership, hedging, financing, securitizing financing and disposition of Purchased Loans and Eligible Loans pursuant to the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposesTransaction Documents. (r) It has is formed or organized solely for the purpose of acquiring, originating, owning, financing and disposing of Purchased Loans in accordance with this Agreement, and it does not and engage in any business unrelated thereto. (s) It shall not maintain any employees. (st) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series SellerIt shall not form any Subsidiaries. (tu) Except as contemplated under the Transaction Documents, it has not pledged and will It shall not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under Person other than to Buyer pursuant to the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as at all times while this Agreement or any of the Transaction Documents shall remain hereunder is in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):covenants that: (a) It is Seller shall own no assets, and intends shall not engage in any business, other than the Purchased Assets, proposed Purchased Assets and Purchased Assets reacquired by Seller from Buyer, and other assets incidental to remain solvent the origination, acquisition, ownership, financing and it has paid disposition of the Purchased Assets; (b) Seller shall not make any loans or advances to any Affiliate or third party and will shall not acquire obligations or securities of its Affiliates other than those obligations related to Purchased Assets or securities consisting of Purchased Assets; (c) Seller shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.assets; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe all limited liability company its organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required under GAAP or as a matter of Requirements of Law; provided that appropriate notation shall be made on such financial statements to indicate that Seller’s assets are pledged as collateral for a security agreement) and file its members and any other Person, and Master Seller will file consolidated Tax returns, if any, which are required by applicable law own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter Requirements of lawLaw).; (eg) It willSeller shall be, and will at all times shall hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for U.S. federal and state income tax purposes), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will and shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents.other; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to 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 nothing contained the foregoing shall in this Section 12 or otherwise in this Agreement shall require no way be construed as requiring the contribution of capital to Seller by any direct or indirect owners holders of Seller to make any additional capital contributions to interests in Seller.; (li) It has not commingled and will Seller shall not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Seller shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate or any other Person.; (nk) Except as contemplated under the Transaction Documents, it has not held and will Seller shall not hold itself out to be responsible for the debts or obligations of any other Person.; (ol) It Seller shall not take any of the following actions not, without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all prior written consent of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolventIndependent Director, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action that will result in furtherance an Act of any of the foregoing.Insolvency; (pm) It has no liabilitiesSeller shall, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times times, have at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller.Director; (tn) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement Seller’s organizational documents shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) that Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.two

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):effect: (a) It is and intends to remain solvent Solvent, and it has paid and will intends to pay its debts and liabilities (including employment and overhead expenses) from and solely to the extent of its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documentscertificate of formation and its limited liability company agreement in all material respects. (c) It has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller it will file consolidated its own Tax returns, if any, which are required by applicable law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law). (e) It willhas been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case it shall correct any misunderstanding of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series)which it has Knowledge regarding its status as a separate entity, it will correct any known misunderstanding regarding such status, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), and it will shall maintain and utilize separate stationarystationery, invoices and checks, checks and Master Seller or shall allocate fairly and reasonably any Series Seller will pay to any Affiliate that incurs costs overhead for shared office space and administrative for services that it uses, the amount performed by any employee of such costs allocable to its use of such office space and administrative servicesAffiliates. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loansits interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedgingservicing, administeringenforcement, financing, refinancing, securitizing financing and disposition of the Purchased Loans and any associated Hedging Transactions in accordance with the applicable provisions of the Transaction DocumentsDocuments and its organizational documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and Documents, (B) obligations under the documents evidencing the Purchased Loans, (C) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financingservicing, securitizing enforcement, financing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty the Purchased Loans and which are either (60x) no more than ninety (90) days of the date incurredpast due or (y) are being contested in good faith with adequate reserves maintained therefor, and/or (D) as otherwise expressly permitted under this Agreement. (j) Except to the extent expressly permitted under this Agreement, it It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person (other than in connection with the acquisition, financing origination or refinancing acquisition of the Eligible Purchased Loans) or any other Person). (k) It has maintained and intends to maintain adequate capital derived from income from its business operations for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement the foregoing shall not require any direct shareholder, member or indirect owners partner of Seller such entity to make any additional capital contributions to Sellersuch entity. (l) Neither it nor Guarantor will seek the dissolution, liquidation or winding up, in whole or in part of Seller. (m) It has not commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof)Person. (mn) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (no) Except as contemplated under the Transaction Documents, it It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (op) It shall not take any of the following actions without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager Director and will (ii) provide Buyer with up-to-date contact information for all Independent Manager(sDirector(s) and a copy of the agreement pursuant to which each Independent Manager Director consents to and serves as an “Independent ManagerDirector” for Master Seller and each Series Seller. (tq) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement Its organizational documents shall provide that (i) no Independent Manager Director of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent ManagerDirector, together with the name and contact information of the replacement Independent Manager Director and evidence of the replacement’s satisfaction of the definition of Independent Manager Director and (iii) any Independent Manager Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of the actions contemplated by Section 12(o) aboveInsolvency; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to . (r) It shall not, without the contrary contained herein or in consent of its Independent Director, take any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance Act of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithInsolvency.

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as at all times while this Agreement or any of the Transaction Documents shall remain hereunder is in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):covenants that: (a) It is Seller shall own no assets, and intends shall not engage in any business, other than the Purchased Assets, proposed Purchased Assets and Purchased Assets reacquired by Seller from Buyer, and other assets incidental to remain solvent the origination, acquisition, ownership, financing and it has paid disposition of the Purchased Assets; (b) Seller shall not make any loans or advances to any Affiliate or third party and will shall not acquire obligations or securities of its Affiliates other than those obligations related to Purchased Assets or securities consisting of Purchased Assets; (c) Seller shall use only its own assets to pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) from its own assets as ), provided that the same foregoing shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall not require any direct or indirect owners of Seller Person to make any additional capital contributions contribution to Seller.; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe all limited liability company its organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller will file consolidated Tax returns, if any, which are required by applicable law Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required or permitted under GAAP or as a matter of lawRequirements of Law; provided that appropriate notation shall be made on such consolidated financial statements to indicate that Seller’s assets are pledged as collateral for another security agreement) and file its own tax returns (except to the extent Seller is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under Requirements of Law).; (eg) It willSeller shall be, and will at all times shall hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for tax purposes and with respect to consolidated financial statements), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own namename or through a servicer on its behalf, it will and shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents.other; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to 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; providedoperations and shall remain solvent, however, provided that nothing contained in this Section 12 or otherwise in this Agreement the foregoing shall not require any direct or indirect owners of Seller Person to make any additional capital contributions contribution to Seller.; (li) It has not commingled and will Seller shall not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person (except with Master it being understood that transfers of Seller’s funds to a centralized account payable system utilized by Seller and other Series Sellers as contemplated under Section 5 hereof). (mGuarantor and administered by Manager’s Parent from which Seller’s expenses are paid does not violate or breach this covenant) It has maintained and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Seller shall maintain its properties, assets and bank accounts separate from those of any of its Affiliates Affiliate or any other Person.; (nk) Except as contemplated under the Transaction Documents, it has not held and will Seller shall not hold itself out to be responsible for the debts or obligations of any other Person.; (ol) It Seller shall not take any of the following actions not, without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all prior written consent of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolventIndependent Director, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action that is reasonably expected to or is intended to result in furtherance an Act of any of the foregoing.Insolvency; (pm) It has no liabilitiesSeller shall, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times times, have at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller.Director; (tn) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, Seller’s organizational documents shall provide that to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer Requirements of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) Law any Independent Manager Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of the actions contemplated by Section 12(o) aboveInsolvency; provided, provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything ; (o) Seller shall not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Seller shall not pledge its assets to secure the contrary contained herein obligations of any other Person (other than under the Transaction Documents); (q) Seller shall not form, acquire or hold any Subsidiary or own any equity interest in any other Transaction Documententity; and (r) Seller shall not create, so long as this Agreement shall remain incur, assume or suffer to exist any Indebtedness, Lien, encumbrance or security interest in effector on any of its property, Seller may enter into one assets, revenue, the Purchased Assets, the other Collateral, whether now owned or more asset transfer agreements to transfer assets to a securitization sellerhereafter acquired, depositor, trust, issuer or other similar Person; provided that than (i) prior to entering into any such asset transfer agreementobligations under the Transaction Documents, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation (ii) obligations under any such asset transfer agreementthe documents evidencing the Purchased Assets, and (iiiii) either (A) unsecured trade payables, in an aggregate amount not to exceed the Seller Threshold at any one or more Sponsors or (B) another Person acceptable to Buyer time outstanding, incurred in its sole the ordinary course of acquiring, owning, financing and absolute discretion agrees to be responsible and liable for disposing of the performance of any and all obligations of Seller under Purchased Assets; provided, however, that any such asset transfer agreement or arising in connection therewithtrade payables incurred by Seller shall be paid within sixty (60) days of the date incurred unless subject to a bona fide dispute.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, with respect to each of Seller and Member, that as of the date hereof Closing Date and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with and each Series Seller which is a party to this Agreement as of the applicable date): (a) It is and intends to remain solvent will remain, Solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller or Member to make any additional capital contributions to SellerSeller or Member. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company formalities and to preserve its separate existence. (d) It has maintained and will maintain all of its books, records, financial statements records and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller will file consolidated its own Tax returns, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law). (e) It will, has held itself out and will at all times hold itself out to the public as, in the case of Master SellerSeller and Member, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will correct any known misunderstanding regarding such status, it will conduct business in its own name, it will not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or Seller, any Series Seller and Member will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than (i) in the case of Seller, the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased LoansLoans and (ii) in the case of Member, its limited liability company interest in Seller. (g) It has not engaged and will not engage in any business other than (i) in the case of Seller, the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction DocumentsDocuments and (ii) in the case of Member, acting as a member of Seller and entering into the Pledge Agreement. (h) It Except for capital contributions and capital distributions permitted under the terms and conditions of its organizational documents and property reflected on its books and records, it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents), except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) in the case of Seller (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred, and (ii) in the case of Member, obligations under the Pledge Agreement. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has not commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (n) Except as contemplated under the Transaction Documents, it It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (o) It shall not take any of the following actions without Without the affirmative vote of the Independent Manager: (i) permit its members to dissolve , it shall not file any insolvency or liquidate Sellerreorganization case or proceeding, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing financing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not maintained and shall not maintain any employeesa sufficient number of employees (if any) in light of its contemplated business purpose. (s) Each of Master Seller and Member will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it It has not pledged and will not pledge its assets to secure the obligations of any other Person, except in the case of Member, as contemplated by the Pledge Agreement. (u) Except as contemplated under the Transaction Documents, it It has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except in the case of Member, as contemplated by the Pledge Agreement. (v) It will not, to the fullest extent permitted by law, (i) engage in any dissolution, liquidation, consolidation, merger, division into two (2) or more limited liability companies or other legal entities, or (ii) engage in any sale or transfer of all or substantially all of its assets, except as expressly contemplated by this Agreement. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entityentity or make any investment in any such Person. (x) It has maintained and will 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 its assets may have been and 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 its separateness from such Affiliate and to indicate that its 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 its own separate balance sheet. (y) Master Seller has not established and shall not establish, and has not had and shall not have, any series of limited liability company, except for series that are intended to be and do become Series Sellers pursuant to this Agreement. (z) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two five (25) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) to the fullest extent permitted by law, and notwithstanding any duty otherwise existing in law or in equity, any Independent Manager of Seller shall not have any fiduciary duty to anyone including consider only the holders interests of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller applicable Seller, including its respective creditors, with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) abovehereof, and, except for the duties to Seller as set forth in the immediately preceding clause (including duties to Member and Seller’s creditors solely to the extent of their economic interests in Seller, but excluding (A) all other interests of Member, (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 Manager shall not have any fiduciary duties to Member, any officer of Seller or any other Person; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (iaa) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does It will not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer its obligations guaranteed other than as contemplated in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithTransaction Documents.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof and so long as of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any Repurchase Obligations remain outstanding; provided that, without limiting the obligations of Guarantor under the Transaction Documents shall remain in effect (for purposes hereofGuaranty, all references to the term “Seller” it is understood that nothing contained in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to 13 or elsewhere in this Agreement as shall obligate the direct or indirect owners of the applicable date):Seller to make capital contributions to Seller to enable Seller to meet its obligations under this Agreement: (a) It it is and intends to remain solvent solvent, and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates (that is not a Seller), its members and any other Person, and Master Seller it will file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It willit has been, is, will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), and it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and other assets incidental its interest under any associated Hedging Transactions; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates a New Asset under its good faith belief, on such date of acquisition or origination, acquisitionas applicable, ownershipthat such New Asset will become a Purchased Asset, hedging, administering, financing and disposition of Purchased Loans.so long as such New Asset is promptly transferred by Seller; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates a New Asset under its good faith belief, on such date of acquisition or origination, as applicable, that such New Asset will become a Purchased Asset, so long as such New Asset is promptly transferred by Seller; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $250,000 500,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred.; (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person (other than in connection with the origination or acquisition of Purchased Assets or New Assets which Seller believes in good faith, on the date of origination or acquisition, financing or refinancing of the Eligible Loans) or any other Person.as applicable, will become a Purchased Asset, so long as such New Asset is promptly transferred by Seller); (k) It has maintained and intends to it will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (l) It has not commingled and neither it nor Guarantor will seek the dissolution, liquidation or winding up, in whole or in part of Seller; (m) except as otherwise permitted herein, it will not commingle its funds and other assets with those of any of its Affiliates (that is not a Seller) or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof).Person; (mn) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates (that is not a Seller) or any other Person.; (no) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.Person (that is not a Seller); (op) It shall not take any of the following actions without the affirmative vote of the Independent Manager: it will (i) permit its members to dissolve or liquidate Seller, in whole or in part; have at all times at least one (1) Independent Director and (ii) consolidate provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or merge replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with or into any other entity or convey or transfer all or substantially all the name and contact information of its properties the replacement Independent Director and assets to any entity; or evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the consent of its Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees.; and (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingemployees. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets Purchased Assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any financial liability or obligation under any such asset transfer agreement, and (ii) either (A) one Guarantor or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion (other than Seller) agrees to be responsible and liable for the performance of any and all financial obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof and so long as of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any of the Transaction Documents shall Repurchase Obligations remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):outstanding: (a) It it is and intends to remain solvent solvent, and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; due (provided, however, that nothing contained in this Section 12 Article 13 or otherwise elsewhere in this Agreement shall be construed to require any direct or indirect owners of Seller owner to make any additional capital contributions to Seller.); (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller it will file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It willit has been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case Affiliate of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), and it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans.its interest under any associated Hedging Transactions; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $250,000 200,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty ninety (6090) days of the date incurred.; (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person (other than in connection with the acquisition, financing origination or refinancing acquisition of the Eligible Loans) or any other Person.Purchased Assets); (k) It has maintained and intends to it will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (l) It has it will not commingled and seek dissolution, liquidation or winding up, in whole or in part (m) it will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof).Person; (mn) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (no) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (op) It shall not take any of the following actions without the affirmative vote of the Independent Manager: it will (i) permit its members to dissolve or liquidate Seller, in whole or in part; have at all times at least one (1) Independent Director and (ii) consolidate provide Buyer with a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or merge replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with or into any other entity or convey or transfer all or substantially all the name and contact information of its properties the replacement Independent Director and assets to any entity; or evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the consent of its Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees.; and (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithemployees.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof Closing Date, the Amendment and Restatement Date and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) It is and intends to remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all material limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller it will file consolidated its own Tax returns, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law). (e) It will, and will at all times hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will correct any known misunderstanding regarding such status, it will conduct business in its own name, it will not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets including New Collateral incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans or New Collateral in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and Documents, (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible LoansLoans or New Collateral, and (C) contingent or future funding obligations under any Purchased Loan; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurredinvoiced. (j) Except to the extent expressly permitted under this Agreement, it It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing acquisition of the Eligible LoansLoans or New Collateral) or any other Person. (k) It has maintained and intends to 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, however, that nothing contained in this Section 12 or otherwise in this Agreement the foregoing shall not require any direct member, partner or indirect owners shareholder of Seller to make any additional capital contributions to Seller. (l) It has not commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (n) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (o) It shall not take any of the following actions without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing an external written communication to third parties its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing financing and disposition of the Purchased LoansLoans or New Collateral. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it It has not pledged and will not pledge its assets to secure the obligations of any other PersonPerson (other than as contemplated by this Agreement with respect to any Master Seller or Series Seller). (u) Except as contemplated under the Transaction Documents, it It has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other PersonPerson (other than as contemplated by this Agreement with respect to any Master Seller or Series Seller). (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entityentity (other than the Master Seller with respect to any Series Seller). (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to BuyerAdministrative Agent and Buyers, and covenants with BuyerAdministrative Agent and Xxxxxx, that that, on and as of the date hereof and so long as of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any of the Transaction Documents shall Repurchase Obligations remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):outstanding: (a) It it is and intends to remain solvent solvent, and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and Master Seller it will file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It willit has been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case Affiliate of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), and it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans.its interest under any associated Hedging Transactions; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed One Hundred Thousand Dollars ($250,000 100,000,000) at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred.; (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person (in each case other than in connection with the acquisition, financing origination or refinancing acquisition of the Eligible Loans) or any other Person.Purchased Assets); (k) It has maintained and intends to it will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (l) It has not commingled and neither it nor Guarantor will seek (A) the dissolution, liquidation, Division or winding up, in whole or in part of Seller or (B) the division of Seller into two (2) or more limited liability companies or other legal entities; (m) it will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof).Person; (mn) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (no) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (op) It shall not take any of the following actions without the affirmative vote of the Independent Manager: it will (i) permit its members to dissolve or liquidate Seller, in whole or in part; have at all times at least one (1) Independent Director and (ii) consolidate provide Administrative Agent with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or merge replaced without Xxxxx, (ii) Administrative Agent be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with or into any other entity or convey or transfer all or substantially all the name and contact information of its properties the replacement Independent Director and assets to any entity; or evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the consent of its Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees.; and (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, Subsidiaries or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithemployees.

Single-Purpose Entity. Seller (a) Borrower hereby represents with respect to Borrower that it: (i) is and always has been duly formed, validly existing, and in good standing in the state of its incorporation and in all other jurisdictions where it is qualified to do business; (ii) has never owned any property other than the Collateral and has never engaged in any business other than the ownership and servicing of the Collateral; and (iii) has no material contingent or actual obligations not related to the Collateral. (b) Borrower hereby represents from the date of such entity’s formation to the date of this Agreement that it: (i) has not owned any asset or property other than the Collateral; (ii) has not engaged in any business other than the ownership and servicing of the Collateral; (iii) has not entered into any transaction, contract or agreement with any of its Affiliates, constituents, or owners, or any guarantors of any of its obligations or any Affiliate of any of the foregoing (individually, a “Related Party” and collectively, the “Related Parties”), except (i) for voluntary capital contributions or capital distributions permitted under the terms and conditions of its organizational documents and properly reflected on its books and records, or (ii) upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party; (iv) has paid all of its debts and liabilities from its assets; (v) has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence; (vi) has maintained all of its books, records, financial statements and bank accounts separate from those of any other Person; (vii) has not had its assets listed as assets on the financial statement of any other Person; (viii) has filed its own Tax returns (except to the extent that it has been a tax-disregarded entity not required to file Tax returns under applicable law); (ix) has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party); (x) has corrected any known misunderstanding regarding its status as a separate entity; (xi) has conducted all of its business and held all of its assets in its own name; (xii) has not identified itself or any of its affiliates as a division or part of the other; (xiii) has not commingled its assets with those of any other Person and has held all of its assets in its own name; (xiv) has not guaranteed or become obligated for the debts of any other Person; (xv) has not held itself out as being responsible for the debts or obligations of any other Person; (xvi) has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party; (xvii) has not pledged its assets to secure the obligations of any other Person; (xviii) has maintained adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operation; (xix) has maintained a sufficient number of employees (if any) in light of its contemplated business operations and has paid the salaries of its own employees (if any) from its own funds; (xx) has not owned any subsidiary or any equity interest in any other entity; (xxi) has not incurred any indebtedness that is still outstanding other than Permitted Indebtedness; and (xxii) has not had any of its obligations guaranteed by an Affiliate. (c) Borrower hereby represents and warrants to Buyerto, and covenants with Buyer, that as of the date hereof and so long until such time as this Agreement the Debt shall be paid in full: (i) Borrower does not own and will not own any asset or property other than the Collateral; (ii) Borrower does not and will not engage in any business other than the ownership and servicing of the Collateral and Borrower will conduct and operate its business as presently conducted and operated; (iii) Except for voluntary capital contributions or capital distributions permitted under the terms and conditions of its organizational documents and properly reflected on its books and records, Borrower will not enter into any transaction, contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of the Transaction Documents shall remain in effect (for purposes hereofany constituent party, all references except upon terms and conditions that are intrinsically fair, commercially reasonable and substantially similar to the term “Seller” in this Section 12 shall those that would be deemed to mean and refer to Master Seller together available on an arm’s-length basis with each Series Seller which is a party to this Agreement as of the applicable date):third parties; (aiv) It Borrower will not incur any Indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), except for Permitted Indebtedness; (v) Borrower will not make any loans to any third party (including any Affiliate or constituent party), and shall not acquire obligations or securities of its Affiliates; (vi) Borrower is and intends to will remain solvent and it has paid and Borrower will pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) from its own assets as the same shall become due; provided, howeverthat, in each such case, there exists and is made available to Borrower sufficient cash flow from the Collateral to do so and that nothing contained in this Section 12 or otherwise in this Agreement the foregoing shall not require any direct partners, members or indirect other owners of Seller Borrower to make any additional capital contributions to Seller.Borrower; (bvii) It has complied and Borrower will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company organizational formalities and to preserve its separate existence., and Borrower will not, nor will Borrower permit any constituent party to, amend, modify or otherwise change the partnership certificate, partnership agreement, operating agreement, trust or other organizational documents of Borrower without the prior consent of Agent in any manner that (A) violates the covenants set forth in this Section 7.10 or (B) amends, modifies or otherwise changes any provision thereof that by its terms cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Agent’s consent; (dviii) It has maintained and Borrower will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members Affiliates and any constituent party. Borrower’s assets will not be listed as assets on the financial statement of any other Person, provided, however, that Borrower’s assets may be included in a consolidated financial statement of its Affiliates provided that (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Borrower and Master Seller will file consolidated Tax returns, if any, which such Affiliates and to indicate that Borrower’s assets and credit are required by applicable law not available to satisfy the debts and other obligations of such Affiliates or any other Person and (except to the extent consolidation is required or permitted under GAAP or as a matter of law).B) such assets shall be listed on Borrower’s own separate balance sheet; (eix) It willBorrower will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of Borrower or any constituent party of Borrower), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will and shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services.other; (fx) It has not owned and Borrower will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to 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; (xi) Neither Borrower nor any constituent party will seek or effect the liquidation, howeverdissolution, that nothing contained winding up, liquidation, division into two (2) or more limited liability companies or other legal entities, consolidation or merger, in this Section 12 whole or in part, of Borrower or transfer, sell or otherwise in this Agreement shall require any direct dispose of all or indirect owners substantially all of Seller to make any additional capital contributions to Seller.its assets; (lxii) It has not commingled and Borrower will not commingle its the funds and other assets of Borrower with those of any of its Affiliates Affiliate or constituent party or any other Person (except with Master Seller Person, and other Series Sellers as contemplated under Section 5 hereof).will hold all of its assets in its own name; (mxiii) It Borrower has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates Affiliate or constituent party or any other Person.; (nxiv) Except as contemplated under Borrower will not guarantee or become obligated for the Transaction Documents, it has debts of any other Person and does not held and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person.; (oxv) It shall Borrower will not take permit any Affiliate or constituent party independent access to its bank accounts; (xvi) Borrower will pay the salaries of the following actions without the affirmative vote its own employees (if any) from its own funds and maintain a sufficient number of the Independent Manager: employees (iif any) permit in light of its members contemplated business operations; (xvii) Borrower will compensate each of its consultants and agents from its funds for services provided to dissolve or liquidate Seller, in whole or in part; it and pay from its own assets all obligations of any kind incurred; (iixviii) consolidate or merge with or into Borrower will file its own Tax returns separate from those of any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolventPerson, or consent except to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It extent that Borrower is an entity disregarded as a separate entity or treated as a partnership “disregarded entity” for U.S. federal income tax purposes and has is not made required to file Tax returns under applicable law, and pay any election under Section 301.7701-3(a) of the Treasury Regulations Taxes required to be treated as an association taxable as a corporation for U.S. federal income tax purposes.paid under applicable law; (rxix) It has not Borrower will allocate fairly and shall not maintain reasonably any employees.overhead expenses that are shared with an affiliate, including for shared office space and for services performed by an employee of an affiliate; (sxx) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and Borrower will not pledge its assets to secure the obligations of any other Person.; (uxxi) Except as contemplated under the Transaction Documents, it has not and Borrower will not guarantee any obligation buy or hold evidence of any Person, including any Affiliate or become obligated for the debts of Indebtedness issued by any other Person (other than cash or hold out its credit as being available to pay the obligations of any other Person.investment-grade securities); and (vxxii) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It Borrower will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (xd) The Master Seller LLC Agreement If Borrower is a single member limited liability company, Borrower shall provide have at least one springing member, which, upon the occurrence of any event that causes the sole member to cease to be a member of Borrower (other than (i) upon an assignment by the sole member of all of its limited liability company interest in Borrower and the admission of the transferee pursuant to the terms of Borrower’s organizational documents and this Agreement, or (ii) the resignation of the sole member and the admission of an additional member of Borrower pursuant to the terms of Xxxxxxxx’s organizational documents and this Agreement) (a “Member Cessation Event”), shall, without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to Borrower as the sole member of Borrower, that has no interest in the profits, losses and capital of Borrower and has no right to receive any distributions of Borrower assets and shall continue Borrower without dissolution. (e) Borrower shall at all times cause there to be at least one (1) duly appointed Independent Manager Director of Seller may Xxxxxxxx. No Independent Director shall be removed or replaced without Cause, Cause and no removal or replacement of an Independent Director shall be effective unless (i) Borrower provides Agent with at least five (5) Business Days’ notice of such removal or replacement and (ii) Buyer be given a successor Independent Director is appointed and such successor shall have accepted his or her appointment as an Independent Director by executing a counterpart to the limited liability company agreement of Borrower. The term “Independent Director” means an individual who has prior experience as an independent director, independent manager or independent member with at least two three (23) Business Days prior notice years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors, another nationally-recognized company reasonably approved by Agent, in each case that is not an Affiliate of Borrower and that provides professional Independent Directors and other corporate services in the removal and/or replacement ordinary course of the its business, and which individual is duly appointed as an Independent ManagerDirector, together with the name and contact information of the replacement is not, and has never been, and will not while serving as Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting onDirector be, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.following:

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof and so long as of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any Repurchase Obligations remain outstanding; provided that, without limiting the obligations of Guarantor under the Transaction Documents shall remain in effect (for purposes hereofGuaranty, all references to the term “Seller” it is understood that nothing contained in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to 13 or elsewhere in this Agreement as shall obligate the direct or indirect owners of the applicable date):Seller to make capital contributions to Seller to enable Seller to meet its obligations under this Agreement: (a) It it is and intends to remain solvent solvent, and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and Master Seller it will file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It willit has been, is, will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), and it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans.its interest under any associated Hedging Transactions; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A1) obligations under the Transaction Documents Documents, (1) obligations under the documents evidencing the Purchased Assets, and (B1) unsecured trade payables, in an aggregate amount not to exceed $250,000 500,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred.; (j) Except to the extent expressly except as otherwise permitted under this Agreementherein, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and it shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person (other than in connection with the acquisition, financing origination or refinancing acquisition of the Eligible Loans) or any other Person.Purchased Assets); (k) It has maintained and intends to it will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (l) It has not commingled and neither it nor Guarantor will seek the dissolution, liquidation or winding up, in whole or in part of Seller; (m) except as otherwise permitted herein, it will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof).Person; (mn) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (no) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (op) It it will (1) have at all times at least one (1) Independent Director and (1) provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (1) no Independent Director of Seller may be removed or replaced without Cause, (1) 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 (1) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees.; and (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingemployees. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets Purchased Assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i1) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any financial liability or obligation under any such asset transfer agreement, and (ii1) either (A) one Guarantor, Operating Partnership or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion (other than Seller) agrees to be responsible and liable for the performance of any and all financial obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) It is and intends to remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all material limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its AffiliatesAffiliates that are not a Seller, its members and any other PersonPerson that is not a Seller, and Master Seller will file consolidated Tax returns, if any, which are required by applicable law (except to the extent consolidation between Master Seller and Series Sellers is not required or permitted under GAAP or as a matter of law (such as in the case of a disregarded entity), or to the extent that consolidation with any of Seller’s Affiliates, its members, or any other Person is required or permitted under GAAP or as a matter of law). (e) It will, and will at all times hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will correct any known misunderstanding regarding such status, it will conduct business in its own name, it will not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets including New Collateral incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans or New Collateral in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 the Seller Threshold at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible LoansLoans or New Collateral; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurredinvoiced. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible LoansLoans or New Collateral) or any other Person. (k) It has maintained and intends to 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has not commingled and will not commingle its funds and other assets with those of any of its Affiliates that are not a Seller or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates that are not a Seller or any other PersonPerson (except with Master Seller and other Series Sellers). (n) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other PersonPerson (except with Master Seller and other Series Sellers). (o) It shall not take any of the following actions without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing in a legal proceeding its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased LoansLoans or New Collateral. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other PersonPerson (other than Master Seller or any Series Seller). (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other PersonPerson (other than Master Seller or any Series Seller). (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entityentity (other than any Series Seller). (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors Guarantors or (B) another Person acceptable to Buyer in its sole and absolute discretion other than Seller agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):effect: (a) It is and intends to remain solvent Solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from and solely to the extent of its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documentsdocuments (i.e. certificate of formation and operating agreement) in all material respects. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other PersonPerson (except, and Master Seller will file consolidated Tax returnsin each case, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law), and, to the extent required by law, it will file its own tax returns, if any (except, for the avoidance of doubt, if the Seller is included as part of a consolidated, unitary, combined or similar tax return, or if the Seller is disregarded as a separate entity for applicable tax purposes). (e) It willhas been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding of which it has Actual Knowledge regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller)other, it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or allocate fairly and reasonably any Series Seller will pay to any Affiliate that incurs costs overhead for shared office space and administrative for services that it uses, the amount performed by an employee of such costs allocable to its use of such office space and administrative servicesan Affiliate. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loansits interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisitionorigination, ownership, hedgingservicing, administeringenforcement, financing, refinancing, securitizing financing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction DocumentsDocuments and its organizational documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under with respect to the Transaction Documents Purchased Loan Documents, and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred payables in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty its business which are either (60x) no more than ninety (90) days of past due and do not exceed $500,000.00 in the date incurredaggregate or (y) more than ninety (90) days past due and do not exceed $250,000.00 in the aggregate, and are being contested in good faith and for which adequate reserves are maintained, and (C) as otherwise expressly permitted under this Agreement. (j) Except to the extent expressly permitted under this Agreement, it It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to will maintain adequate capital derived from income from its business operations for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has shall not commingled and seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof)Person. (mn) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (no) Except as contemplated expressly permitted under the Transaction Documentsthis Agreement, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (op) It Seller shall not take any Act of the following actions Insolvency without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased LoansDirector. (q) It is an entity disregarded shall at all times maintain at least one Independent Director. For so long as a separate entity or treated as a partnership for U.S. federal income tax purposes and has the Repurchase Obligations remain outstanding, Seller shall not made take any election under Section 301.7701-3(a) of the Treasury Regulations actions contemplated by Section 13(p) above (including, to be treated as an association taxable as a corporation for U.S. federal income tax purposesthe extent, applicable without the affirmative vote of such Independent Director). (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as at all times while this Agreement or any of the Transaction Documents shall remain Loan is in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):Borrower covenants that: (a) It is Borrower shall not engage in any business other than with respect to, and intends shall own no assets other than, the Underlying Loan, and other assets incidental to remain solvent the origination, acquisition, ownership, financing and it has paid disposition of the Underlying Loan; (b) Borrower shall not make any loans or advances to any Affiliate or third party and will shall not acquire obligations or securities of its Affiliates other than those obligations related to the Underlying Loan or securities consisting of the Underlying Loan; (c) Borrower shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.assets; (bd) It has complied and will Borrower shall comply with the provisions of its organizational documents.documents in all respects relating to separateness; (ce) It has done or caused to be done and will, to the extent under Borrower shall observe its control, do all things necessary to observe all limited liability company organizational formalities and to preserve its existence.; (df) It has maintained and will Borrower shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller will file consolidated Tax returns, if any, which are required by applicable law Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required or permitted under GAAP or as a matter of lawRequirements of Law).; (eg) It willBorrower shall be, and will at all times shall hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for tax purposes, to the extent permitted by law), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will and shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents.other; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and Borrower intends to 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller operations and intends to make any additional capital contributions to Seller.remain solvent; (li) It has not commingled and will Borrower shall not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person (except with Master Seller as may be required under the Underlying Loan Agreement) and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Borrower shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate or any other Person.; (nk) Except as contemplated under the Transaction Documents, it has not held and will Borrower shall not hold itself out to be responsible for the debts or obligations of any other Person.; (ol) It Borrower shall not take any of the following actions not, without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all prior written consent of its properties sole member and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolventIndependent Member, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action that will result in furtherance an Act of any of the foregoing.Insolvency; (pm) It has no liabilitiesBorrower shall, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times times, have at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller.Member; (tn) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement Borrower’s organizational documents shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer that Class A Lender be given at least two (2) Business Days prior notice of the removal and/or replacement of the any Independent ManagerMember, together with the name and contact information of the replacement Independent Manager Member and evidence of the replacement’s satisfaction of the definition of Independent Manager Member and (iiiii) that any Independent Manager Member of Seller Borrower shall not have any fiduciary duty to anyone including the holders of the equity interests interest in Seller Borrower and any Affiliates of Seller Borrower except Seller Borrower and the creditors of Seller Borrower with respect to taking of, or otherwise voting on, any Act of the actions contemplated by Section 12(o) aboveInsolvency; provided, provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything ; (o) Borrower shall not enter into any transaction with an Affiliate of Borrower except (i) on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction or (ii) in connection with the contrary contained herein Loan, this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby; (p) Borrower shall maintain a sufficient number of employees in light of contemplated business operations (provided that Borrower shall not be required to maintain any employees); (q) Borrower shall use separate stationary, invoices and checks bearing its own name, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate; (r) Borrower shall not pledge its assets to secure the obligations of any other Person (other than under the Loan Documents); (s) Borrower shall not form, acquire or hold any Subsidiary or own any equity interest in any other Transaction Documententity; and (t) Borrower shall not create, so long as incur, assume or suffer to exist any Indebtedness or Lien in or on any of its property, assets, revenue, the Underlying Loan, or the other Collateral, whether now owned or hereafter acquired, other than Permitted Debt. Nothing in this Agreement Article 12 shall remain in effect, Seller may enter into one require any direct or more asset transfer agreements indirect owners of Borrower to transfer assets contribute capital to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithBorrower.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):effect: (a) It is and intends to remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller it will file consolidated Tax its own tax returns, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law). (e) It willhas been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller)other, it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will shall pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased LoansPortfolio Collateral, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loansits interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans Portfolio Collateral in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 100,000 at any one time outstanding, incurred in the Repurchase Agreement ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible LoansPortfolio Collateral; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) 60 days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member shareholder or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) shareholder or any other Person. (k) It has maintained and intends to will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has shall not commingled and seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control, consolidation or merger with respect to Seller or the Sponsor. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof)Person. (mn) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (no) Except as contemplated under the Transaction Documents, it It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (op) It The Seller shall not take any of the following actions without the affirmative vote of the Independent Manageractions: (i) permit its members shareholders to dissolve or liquidate the Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy LawsCode, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of the Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (pq) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing financing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposesPortfolio Collateral. (r) It has not conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC . Repurchase Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.$250MM Facility

Single-Purpose Entity. Seller hereby represents and warrants to BuyerAdministrative Agent and Buyers, and covenants with BuyerAdministrative Agent and Buyers, that that, on and as of the date hereof and so long as of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any of the Transaction Documents shall Repurchase Obligations remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):outstanding: (a) It it is and intends to remain solvent solvent, and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement necessary to maintain its separate existence; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and Master Seller it will file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It willit has been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case Affiliate of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), and it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans.its interest under any associated Hedging Transactions; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It except for capital contributions and capital distributions permitted under the terms and conditions of its organizational documents and properly reflected on its books and records, it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed Two Hundred and Fifty Thousand Dollars ($250,000 250,000) at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred.; (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person (other than in connection with the acquisition, financing origination or refinancing acquisition of the Eligible Loans) or any other Person.Purchased Assets); (k) It has maintained and intends to it will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (l) It has not commingled and neither it nor Guarantor will seek (A) the dissolution, liquidation, Division or winding up, in whole or in part of Seller or (B) the division of Seller into two (2) or more limited liability companies or other legal entities; (m) it will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof).Person; (mn) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (no) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (op) It shall not take any of the following actions without the affirmative vote of the Independent Manager: it will (i) permit its members to dissolve or liquidate Seller, in whole or in part; have at all times at least one (1) Independent Director and (ii) consolidate provide Administrative Agent with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or merge replaced without Cause, (ii) Administrative Agent be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with or into any other entity or convey or transfer all or substantially all the name and contact information of its properties the replacement Independent Director and assets to any entity; or evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the consent of its Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees.; and (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, Subsidiaries or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithemployees.

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as at all times while this Agreement or any of the Transaction Documents shall remain Loan is in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):Borrower covenants that: (a) It is Borrower shall not engage in any business other than with respect to, and intends shall own no assets other than, the Underlying Loan, and other assets incidental to remain solvent the origination, acquisition, ownership, financing and it has paid disposition of the Underlying Loan; (b) Borrower shall not make any loans or advances to any Affiliate or third party and will shall not acquire obligations or securities of its Affiliates other than those obligations related to the Underlying Loan or securities consisting of the Underlying Loan; (c) Borrower shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.assets; (bd) It has complied and will Borrower shall comply with the provisions of its organizational documents.documents in all respects relating to separateness; (ce) It has done or caused to be done and will, to the extent under Borrower shall observe its control, do all things necessary to observe all limited liability company organizational formalities and to preserve its existence.; (df) It has maintained and will Borrower shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller will file consolidated Tax returns, if any, which are required by applicable law Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required or permitted under GAAP or as a matter of lawRequirements of Law).; (eg) It willBorrower shall be, and will at all times shall hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for tax purposes, to the extent permitted by law), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will and shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents.other; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and Borrower intends to 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller operations and intends to make any additional capital contributions to Seller.remain solvent; (li) It has not commingled and will Borrower shall not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person (except with Master Seller as may be required under the Underlying Loan Agreement) and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Borrower shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate or any other Person.; (nk) Except as contemplated under the Transaction Documents, it has not held and will Borrower shall not hold itself out to be responsible for the debts or obligations of any other Person.; (ol) It Borrower shall not take any of the following actions not, without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all prior written consent of its properties sole member and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolventIndependent Member, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action that will result in furtherance an Act of any of the foregoing.Insolvency; (pm) It has no liabilitiesBorrower shall, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times times, have at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller.Member; (tn) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement Borrower’s organizational documents shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer that Class A Lender be given at least two (2) Business Days prior notice of the removal and/or replacement of the any Independent ManagerMember, together with the name and contact information of the replacement Independent Manager Member and evidence of the replacement’s satisfaction of the definition of Independent Manager Member and (iiiii) that any Independent Manager Member of Seller Borrower shall not have any fiduciary duty to anyone including the holders of the equity interests interest in Seller Borrower and any Affiliates of Seller Borrower except Seller Borrower and the creditors of Seller Borrower with respect to taking of, or otherwise voting on, any Act of the actions contemplated by Section 12(o) aboveInsolvency; provided, provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything ; (o) Borrower shall not enter into any transaction with an Affiliate of Borrower except (i) on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction or (ii) in connection with the contrary contained herein Loan, this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby; (p) [Reserved]; (q) Borrower shall use separate stationary, invoices and checks bearing its own name, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate; (r) Borrower shall not pledge its assets to secure the obligations of any other Person (other than under the Loan Documents); (s) Borrower shall not form, acquire or hold any Subsidiary or own any equity interest in any other Transaction Documententity; and (t) Borrower shall not create, so long as incur, assume or suffer to exist any Indebtedness or Lien in or on any of its property, assets, revenue, the Underlying Loan, or the other Collateral, whether now owned or hereafter acquired, other than Permitted Debt. Nothing in this Agreement Article 12 shall remain in effect, Seller may enter into one require any direct or more asset transfer agreements indirect owners of Borrower to transfer assets contribute capital to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithBorrower.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Administrative Agent and Buyers and covenants with BuyerAdministrative Agent and Buyers that, that on and as of the date hereof and so long as of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any of the Transaction Documents shall Repurchase Obligations remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):outstanding: (a) It it is and intends to remain solvent solvent, and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; LEGAL_US_E # 160815361.8 (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and to preserve its existence.existence as an entity duly organized, validly existing and in good standing under the applicable laws of the jurisdiction of its organization or formation; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and Master Seller it will file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It willit has been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case Affiliate of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), and it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services.; (f) It it has not owned and will not own any property or any other assets other than the Purchased Loans, cash Assets and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans.cash; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans Assets in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ai) obligations under the Transaction Documents Documents, (ii) obligations under the documents evidencing the Purchased Assets, and (Biii) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred.; (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person (other than in connection with the acquisition, financing origination or refinancing acquisition of the Eligible Loans) or any other Person.Purchased Assets); (k) It has maintained and intends to it will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (l) It has it will not commingled and seek the dissolution, liquidation or winding up, in whole or in part of Seller; (m) it will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof).Person; (mn) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; LEGAL_US_E # 160815361.8 (no) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (op) It shall not take any of the following actions without the affirmative vote of the Independent Manager: it will (i) permit its members to dissolve or liquidate Seller, in whole or in part; have at all times at least one (1) Independent Director and (ii) consolidate provide Administrative Agent with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or merge replaced without Cause, (ii) Administrative Agent be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director, together with or into any other entity or convey or transfer all or substantially all the name and contact information of its properties the replacement Independent Director and assets to any entity; or evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the consent of its Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees.; and (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithemployees.

Single-Purpose Entity. Seller hereby represents and warrants This Section 12 is being adopted in order to Buyer, and covenants comply with Buyer, that certain provisions required in order to qualify the Company as a “special purpose entity”: (a) Notwithstanding any other provision of the date hereof and so long as this Agreement or any other document governing the formation, management. or operation of the Transaction Documents Company and notwithstanding any provision of law that otherwise so empowers the Company, the Member shall remain not, and neither shall the Company, until such time as the Obligations (other than Obligations that by their express terms survive full repayment of the Loan) shall be paid and performed in effect full, amend, alter, change or repeal the definition of “Independent Manager” or Sections 3, 4, 5, 7, 8, 11, 12, 13, 14, 15, 22, and 23, or Exhibit A of this Agreement (for purposes hereof, all references to the term extent that the terms defined in Exhibit A are used in any of the foregoing sections) (the “Seller” Special Purpose Provisions”), or any other provision of this or any other document governing the formation, management or operation of the Company in a manner that is inconsistent with any of the Special Purpose Provisions, unless the Lender consents in writing. Subject to this Section 12(a), the Member reserves the right to amend, alter, change or repeal any provisions contained in this Agreement in accordance with Section 12 10. In the event of any conflict between any of the Special Purpose Provisions and any other provisions of this or any other document governing the formation, management or operation of the Company, the Special Purpose Provisions shall control. (b) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Managing Member or any other Person, until such time as the Obligations (other than Obligations that by their express terms survive full repayment of the Loan) shall be deemed to mean paid and refer to Master Seller together with each Series Seller which is a party to this Agreement as performed in full, neither the Managing Member nor any other Person shall be authorized or empowered on behalf of the applicable date):Company to, nor shall they permit the Company to, and the Company shall not, without the prior unanimous written consent of the Managing Member and all Independent Managers, take any Material Action with respect to the Company, provided, however, that, until such time as the Obligations (other than Obligations that by their express terms survive full repayment of the Loan) shall be paid and performed in full, the Managing Member may not authorize the taking of any Material Action with respect to the Company or with respect to any Borrower, unless there is at least one Independent Manager of the Company then serving in such capacity and all Independent Managers have consented to such action. (ac) It The Managing Member shall cause the Company to do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises. The Managing Member shall also do, have done or cause to be done all things necessary to ensure the Company: (i) has not been, is not, and will not be engaged, in any business unrelated to in the case of the Company, the acquisition, development, ownership, management or operation of the Business Property; (ii) has not had, does not have, and will not have, any assets other than those related to the Business Property; (iii) has been, is and intends to remain solvent and it has paid and will shall pay its debts and liabilities from its then available assets (including employment a fairly-allocated portion of any personnel and overhead expensesexpenses that it shares with any Affiliate) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller will file consolidated Tax returns, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law). (e) It will, and will at all times hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will correct any known misunderstanding regarding such status, it will conduct business in its own name, it will not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to 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; (iv) has not failed, and will not fail, to correct any known misunderstanding regarding the separate identity of such entity and has not and shall not identify itself as a division of any other Person; (v) has maintained and will maintain its accounts, books and records separate from any other Person and has filed and will file its own tax returns, except to the extent that it has been or is required to file consolidated tax returns by law; (vi) has maintained and will maintain its own records, books, resolutions and agreements; (vii) has not (i) commingled, and will not commingle, its funds or assets with those of any other Person and (ii) participated and will not participate in any cash management system with any Person other than Lender; (viii) has held and will hold its assets in its own name; (ix) has conducted and shall conduct its business in its name or in a name franchised or licensed to it by an entity other than an Affiliate of itself or of the Company, except for business conducted on behalf of itself by another Person under a business management services agreement that is on commercially reasonable terms, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of the Company; (x) has maintained and will maintain its books, bank accounts, balance sheets, financial statements, accounting records and other entity documents separate from any other Person and has not permitted, and will not permit, its assets to be listed as assets on the financial statement of any other entity except as required by generally accepted accounting principles in the United States of America (or such other accounting basis as is approved in writing by Lender); provided, however, that nothing contained in this Section 12 or otherwise in this Agreement appropriate notation shall require be made on any direct or indirect owners such consolidated statements to indicate its separateness from such Affiliate and to indicate that its assets and credit are not available to satisfy the debt and Other obligations of Seller to make any additional capital contributions to Seller. (l) It has not commingled and will not commingle its funds and other assets with those of any of its Affiliates such Affiliate or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof).such assets shall be listed on its own separate balance sheet; (mxi) It has paid and will pay its own liabilities and expenses, including the salaries of its own employees, out of its own funds and assets, and has maintained and will maintain a sufficient number of employees in light of its contemplated business operations; (xii) has observed and will observe all limited liability company formalities; (xiii) has had no and will have no indebtedness (including loans, whether or not such loans are evidenced by a written agreement) other than (i) the Loan, (ii) unsecured trade and operational debt incurred in the ordinary course of business relating to the ownership and operation of the Business Property and the routine administration of the Company, in amounts not to exceed one percent (5%) of the original principal amount of the Loan, in the aggregate, which liabilities are not more than sixty (60) days past the date incurred, are not evidenced by a note and are paid when due, and which amounts are normal and reasonable under the circumstances, and (iii) such other liabilities that are permitted pursuant to the Basic Documents; (xiv) has not assumed or guaranteed or become obligated for, and will not assume or guarantee or become obligated for, the debts of any other Person and has not held out and will not hold out its credit as being available to satisfy the obligations of any other Person except as permitted pursuant to the Basic Documents; (xv) has not acquired and will not acquire obligations or securities of its partners, members or shareholders or any other Affiliate; (xvi) has allocated and will allocate, fairly and reasonably, any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate; (xvii) has maintained and used, now maintains and uses, and will maintain and use, separate stationery, invoices and checks bearing its own name; (xviii) except pursuant to the Basic Documents, has not pledged and will not pledge its assets for the benefit of any other Person; (xix) has held itself out and identified itself, and will hold itself out and identify itself, as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of the Company and not as a division or part of any other Person; (xx) has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (nxxi) Except as contemplated under the Transaction Documents, it has not held made and will not make loans to any Person or hold itself out evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to be responsible for the debts common ownership with such entity); (xxii) has not identified and will not identify its partners, members or obligations shareholders, or any Affiliate of any of them, as a division or part of it, and has not. identified itself, and shall not identify itself, as a division of any other Person.; (oxxiii) It shall has not take entered into or been a party to, and will not enter into or be a party to, any of the following actions without the affirmative vote of the Independent Manager: transaction with its partners, members, shareholders or Affiliates except (i) permit in the ordinary course of its members business and on terms which are intrinsically fair, commercially reasonable and are no less favorable to dissolve or liquidate Sellerit than would be obtained in a comparable arm’s-length transaction with an unrelated third party, in whole or in part; and (ii) consolidate in connection with the Basic Documents; (xxiv) other than capital contributions and distributions permitted under the terms of its organizational documents, has not entered into or merge been a party to, and shall not enter into or be a party to, any transaction with any of its partners, members, shareholders or into Affiliates except in the ordinary course of its business and on terms which are commercially reasonable terms comparable to those of an arm’s length transaction with an unrelated third party; (xxv) has not had and shall not have any other entity obligation to, and has not indemnified and shall not indemnify its partners, officers, directors or convey members, as the case may be, in each case unless such an obligation or transfer indemnification is fully subordinated to the Loan and shall not constitute a claim against it in the event that its cash flow is insufficient to pay the Loan; (xxvi) does not and will not have any of its obligations guaranteed by any Affiliate except as provided in the Basic Documents; (xxvii) does not and will not (a) dissolve, merge, liquidate, consolidate, (b) sell all or substantially all of its properties and assets to any entity; or (iiic) institute amend its organizational documents with respect to the matters set forth in this Section 12 without the consent of Lender; (xxviii) has complied and will comply with all of the terms and provisions contained in this Agreement, the Certificate of Formation and any proceeding other organizational documents of the Company and has caused and will cause statements of facts contained in such documents to be adjudicated as bankrupt or insolvent, or consent and to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing.remain true and correct; and (pxxix) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not permitted and shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including permit any Affiliate or become obligated for the debts of any other Person or hold out constituent party independent access to its credit as being available to pay the obligations of any other Personbank accounts. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Each Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof A&R Closing Date and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):effect: (a) It is and intends to remain solvent Solvent and it has paid and will pay its debts and liabilities (including allocated employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other PersonPerson (except, and Master Seller will file consolidated Tax returnsin each case, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law), and, to the extent required by law, it will timely (i) file its own Tax returns, if any (except, for the avoidance of doubt, if such Seller is included as part of a consolidated, unitary, combined or similar tax return and not so obligated to file, or if such Seller is disregarded as a separate entity for applicable tax purposes), and (ii) pay any Taxes required to be paid by it under applicable law. (e) It willhas been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller)other, it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or allocate fairly and reasonably any Series Seller will pay to any Affiliate that incurs costs overhead for shared office space and administrative for services that it uses, the amount performed by an employee of such costs allocable to its use of such office space and administrative servicesan Affiliate. (f) It has not owned and will not own any property or any other assets other than the (i) Purchased Loans, cash (ii) Eligible Loans that have received internal credit approval from Buyer to be the subject of a Transaction, but have not yet become Purchased Loans on a Purchase Date, (iii) Purchased Loans that are subject to an early repurchase and are promptly conveyed to a third party or any Affiliate (including in connection with a securitization transaction), (iv) its interest under the Transaction Documents, (v) cash, and (vi) all other assets incidental to the originationorganization, acquisition, ownership, hedging, administering, financing and disposition of the Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisitionorigination, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such AffiliateAffiliate and except as specifically contemplated in Section 3(q). (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 400,000 at any one time outstanding, incurred in the ordinary course of acquiring, originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Purchased Loans; providedprovided that (A) for unsecured trade payables that constitute legal and transaction related fees in connection with the negotiation and entry into the Transaction Documents, howeverno such value limit shall apply, that and (B) any such and all unsecured trade payables incurred by Seller Sellers shall be paid within sixty (60) 90 days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has shall not commingled and seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to such Seller. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof)Person. (mn) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (no) Except as contemplated under the Transaction Documents, it It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (op) It shall not take any of the following actions without at all times maintain at least one Independent Manager. Without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) such Seller shall not institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy LawsCode, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of such Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (pq) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, acquisition, ownership, hedging, financing, securitizing financing and disposition of Purchased Loans and Eligible Loans pursuant to the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposesTransaction Documents. (r) It has is formed or organized solely for the purpose of acquiring, originating, owning, financing and disposing of Purchased Loans in accordance with this Agreement, and it does not and engage in any business unrelated thereto. (s) It shall not maintain any employees. (st) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series SellerIt shall not form any Subsidiaries. (tu) Except as contemplated under the Transaction Documents, it has not pledged and will It shall not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under Person other than to Buyer pursuant to the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof and so long as of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any of the Transaction Documents shall Repurchase Obligations remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):outstanding: (a) It it is and intends to remain solvent solvent, and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that due (although nothing contained in this Section 12 or otherwise in this Agreement clause (a) shall require any direct or indirect owners constituent member of Seller to make any additional capital or other contributions to Seller.); (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and Master Seller it will file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It willit has been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case Affiliate of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), and it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans.its interest under any associated Hedging Transactions; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred.; (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person (other than in connection with the acquisition, financing origination or refinancing acquisition of the Eligible Loans) or any other Person.Purchased Assets); (k) It has maintained and it intends to 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, however, that operations (although nothing contained in this Section 12 or otherwise in this Agreement clause (k) shall require any direct or indirect owners constituent member of Seller to make any additional capital or other contributions to Seller.); (l) It has not commingled and neither it nor Guarantor nor Pledgor will seek the dissolution, liquidation or winding up, in whole or in part of Seller; (m) it will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof).Person; (mn) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (no) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (o) It shall not take any of the following actions without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing.; (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. it will (qi) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager Director and will (ii) provide Buyer with up-to-date contact information for all Independent Manager(s) Directors and a copy of the agreement pursuant to which each Independent Manager Director consents to and serves as an “Independent Manager” Director for Master Seller and each Series Seller.; (tq) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement organizational documents shall provide that (i) no Independent Manager Director of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the any Independent ManagerDirector, together with the name and contact information of the replacement Independent Manager Director and evidence of the replacement’s satisfaction of the definition of Independent Manager Director and (iii) any Independent Manager Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of the actions contemplated by Section 12(o) aboveInsolvency; provided, provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything ; (r) it shall not, without the consent of its Independent Directors, voluntarily institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to or collude with any petitioning creditors in connection with the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code or consent to the contrary contained herein filing of any such petition or in any other Transaction Documentto the appointment of a receiver, so long as this Agreement shall remain in effectrehabilitator, Seller may enter into one conservator, liquidator, assignee, trustee or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer sequestrator (or other similar Personofficial) of it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in a legal proceeding its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing; provided that and (is) prior to entering into any such asset transfer agreement, Buyer it shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithemployees.

Single-Purpose Entity. Seller hereby represents and warrants to BuyerPurchaser, and covenants with BuyerPurchaser, that as of the date hereof and for so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):effect: (a) It is Seller shall own no assets, and intends shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Transaction Document; (b) Seller shall not make any loans or advances to remain solvent any Affiliate or third party and it has paid and will shall not acquire obligations or securities of its Affiliates; (c) Seller shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.assets; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe all limited liability company organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its AffiliatesAffiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of Requirements of Law; provided, its members that (i) appropriate notation shall be made on such financial statements to indicate the separateness of 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, Person and Master Seller will (ii) such assets shall also be listed on the Seller’s own separate balance sheet) and file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter Requirements of lawLaw).; (eg) It willSeller shall be, and will at all times shall hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will and shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents.other; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to 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, however, that nothing contained in this Section 12 or otherwise in this Agreement operations and shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.remain solvent; (li) It has not commingled and will Seller shall not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Seller shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate or any other Person.; (nk) Except as contemplated under the Transaction Documents, it has not held and will Seller shall not hold itself out to be responsible for the debts or obligations of any other Person.; (ol) It Seller shall not take any of the following actions not, without the affirmative vote prior unanimous written consent of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolventIndependent Managers, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action that will result in furtherance an Act of any of the foregoing.Insolvency; (pm) It has no liabilitiesSeller shall, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times times, have at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller.; (tn) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement Seller’s organizational documents shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer that Purchaser be given at least two (2) Business Days prior notice of the removal and/or replacement of the any Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iiiii) that any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of the actions contemplated by Section 12(o) aboveInsolvency; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything ; (o) Seller shall not enter into any transaction with an Affiliate of the Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Seller shall maintain a sufficient number of employees in light of contemplated business operations; (q) Seller shall use separate stationary, invoices and checks bearing its own name, and (t) allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate; (r) Seller shall not pledge its assets to secure the contrary contained herein obligations of any other Person; and (s) Seller shall not form, acquire or hold any Subsidiary or own any equity interest in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithentity.

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as at all times while this Agreement or any of the Transaction Documents shall remain hereunder is in effect (for purposes hereofeffect, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master each Seller together with each Series Seller which is a party to this Agreement as of the applicable date):covenants that: (a) It is such Seller shall own no assets, and intends shall not engage in any business, other than the Purchased Assets and Proposed Assets, its interest under any associated Hedging Transactions and other assets incidental to remain solvent the origination, acquisition, ownership, financing and it has paid disposition of the Purchased Assets and will associated Hedging Transactions; (b) such Seller shall not make any loans or advances to any Affiliate or third party and shall not acquire obligations or securities of its Affiliates; (c) such Seller shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.assets; (bd) It has complied and will such Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, such Seller shall do all things necessary to observe all limited liability company its organizational formalities and to preserve its existence.; (df) It has maintained and will such Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its AffiliatesAffiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of Requirements of Law; provided, its members that (i) appropriate notation shall be made on such financial statements to indicate the separateness of 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, Person and Master Seller will (ii) such assets shall also be listed on the Seller’s own separate balance sheet) and file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP Requirements of Law, or if such Seller is treated as a matter of lawdisregarded from its owner for U.S. federal income or other applicable tax purposes).; (eg) It willsuch Seller shall be, and will at all times shall hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for U.S. federal and state income tax purposes), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will and shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents.other; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to 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; providedoperations and shall remain solvent, however, provided that nothing contained in this Section 12 or otherwise in this Agreement the foregoing shall not require any direct member, partner or indirect owners shareholder of any Seller to make any additional capital contributions contribution to such Seller.; (li) It has not commingled and will such Seller shall not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person (except other than with Master the other Seller in accordance with the Transaction Documents) and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others, in each case except in accordance with this Agreement; (j) such Seller shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate or any other Person. Person (n) Except as contemplated under other than the other Seller in accordance with the Transaction Documents, it has not held and will ); (k) such Seller shall not hold itself out to be responsible for the debts or obligations of any other Person.Person (other than the other Seller in accordance with the Transaction Documents); (ol) It such Seller shall not take any of the following actions not, without the affirmative vote prior unanimous written consent of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolventIndependent Managers, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action that will result in furtherance an Act of any of the foregoing.Insolvency; (pm) It has no liabilitiessuch Seller shall, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times times, have at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller.; (tn) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement such Seller’s organizational documents shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer that Purchaser be given at least two (2) Business Days prior notice of the removal and/or replacement of the any Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iiiii) that any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of the actions contemplated by Section 12(o) aboveInsolvency; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything ; (o) such Seller shall not enter into any transaction with an Affiliate of such Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) [Intentionally Omitted]; (q) such Seller shall use separate stationary, invoices and checks bearing its own name, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate; (r) such Seller shall not pledge its assets to secure the contrary contained herein obligations of any other Person (other than the other Seller in accordance with the Transaction Documents); (s) such Seller shall not form, acquire or hold any Subsidiary or own any equity interest in any other Transaction Documententity; and (t) such Seller shall not create, so long as this Agreement shall remain incur, assume or suffer to exist any Indebtedness, Lien, encumbrance or security interest in effector on any of its property, Seller may enter into one assets, revenue, the Purchased Assets, the other Collateral, whether now owned or more asset transfer agreements to transfer assets to a securitization sellerhereafter acquired, depositor, trust, issuer or other similar Person; provided that than (i) prior to entering into any such asset transfer agreementobligations under the Transaction Documents, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation (ii) obligations under any such asset transfer agreementthe documents evidencing the Purchased Assets, and (iiiii) either unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within ninety (A90) one days of the date incurred; provided, further, that it is acknowledged, for purposes hereof, “trade payables” shall not include unpaid legal fees and unpaid transaction costs in connection with the execution of this Agreement and the Transaction Documents or more Sponsors the origination or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance acquisition of any and all obligations Purchased Asset or the closing of Seller any Transaction under any such asset transfer agreement or arising in connection therewiththis Agreement.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Administrative Agent and Buyers and covenants with BuyerAdministrative Agent and Buyers that, that on and as of the date hereof and so long as of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any of the Transaction Documents shall Repurchase Obligations remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):outstanding: (a) It it is and intends to remain solvent solvent, and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; 77 LEGAL_US_E # 160815361.8 (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and to preserve its existence.existence as an entity duly organized, validly existing and in good standing under the applicable laws of the jurisdiction of its organization or formation; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and Master Seller it will file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It willit has been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case Affiliate of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), and it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services.; (f) It it has not owned and will not own any property or any other assets other than the Purchased Loans, cash Assets and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans.cash; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans Assets in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ai) obligations under the Transaction Documents Documents, (ii) obligations under the documents evidencing the Purchased Assets, and (Biii) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred.; (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person (other than in connection with the acquisition, financing origination or refinancing acquisition of the Eligible Loans) or any other Person.Purchased Assets); (k) It has maintained and intends to it will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (l) It has it will not commingled and seek the dissolution, liquidation or winding up, in whole or in part of Seller; (m) it will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof).Person; (mn) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; LEGAL_US_E # 160815361.8 (no) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (op) It shall not take any of the following actions without the affirmative vote of the Independent Manager: it will (i) permit its members to dissolve or liquidate Seller, in whole or in part; have at all times at least one (1) Independent Director and (ii) consolidate provide Administrative Agent with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or merge replaced without Cause, (ii) Administrative Agent be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director, together with or into any other entity or convey or transfer all or substantially all the name and contact information of its properties the replacement Independent Director and assets to any entity; or evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the consent of its Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees.; and (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithemployees.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof and so long as of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any of the Transaction Documents shall Repurchase Obligations remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):outstanding: (a) It it is and intends to remain solvent solvent, and it has paid and will will, to the maximum extent permitted by applicable law, pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of incorporation and its memorandum and articles of association; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and and, to the maximum extent permitted by applicable law, to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and Master Seller it will file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It willit has been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case Affiliate of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services.other; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and other assets incidental its interest under any associated Hedging Transactions; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates a New Asset under its good faith belief, on such date of acquisition or origination, acquisitionas applicable, ownershipthat such New Asset will become a Purchased Asset, hedging, administering, financing and disposition of Purchased Loans.so long as Seller complies with Section 12(u) hereof; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates a New Asset under its good faith belief, on such date of acquisition or origination, as applicable, that such New Asset will become a Purchased Asset, so long as Seller complies with Section 12(u) hereof; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $250,000 200,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred.; (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person (other than in connection with the origination or acquisition of Purchased Assets or New Assets which Seller believes in good faith, on the date of origination or acquisition, financing or refinancing of the Eligible Loansas applicable, will become a Purchased Asset, so long as Seller complies with Section 12(u) or any other Person.hereof); (k) It has maintained and intends to it will 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, however, provided that nothing contained in this Section 12 or otherwise in this Agreement the foregoing shall not require any direct member, partner or indirect owners shareholder of Seller to make any additional capital contributions to Seller.; (l) It has not commingled and neither it nor Guarantor will seek the dissolution, liquidation or winding up, in whole or in part of Seller; (m) it will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof).Person; (mn) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (no) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (op) It shall not take any of the following actions without the affirmative vote of the Independent Manager: it will (i) permit its members to dissolve or liquidate Seller, in whole or in part; have at all times at least one (1) Independent Director and (ii) consolidate provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents (being its memorandum and articles of association) shall provide that (i) no Independent Director of Seller may be removed or merge replaced without Cause, (ii) Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director, together with or into any other entity or convey or transfer all or substantially all the name and contact information of its properties the replacement Independent Director and assets to any entity; or evidence of the replacement’s satisfaction of the definition of Independent Director, (iii) any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall be subject to applicable law and shall not eliminate the implied contractual covenant of good faith and fair dealing and any Independent Director of Seller shall not be required to make such determination unless (a) Seller has, at its own expense, retained counsel, accountants or other experts to advise the Independent Director with respect thereto, and (b) the Independent Director shall be entitled to rely conclusively upon the advice of such counsel, accountants and other experts and shall have no liability for its failure to follow the instructions of the beneficial owners or any other person; (r) it shall not, without the unanimous written consent of its board of directors including the Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees.; and (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithemployees.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof Closing Date, the Amendment and Restatement Date and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) It is and intends to remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all material limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller it will file consolidated its own Tax returns, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law). (e) It will, and will at all times hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will correct any known misunderstanding regarding such status, it will conduct business in its own name, it will not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets including New Collateral incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans or New Collateral in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and Documents, (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible LoansLoans or New Collateral, and (C) contingent or future funding obligations under any Purchased Loan; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurredinvoiced. (j) Except to the extent expressly permitted under this Agreement, it It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing acquisition of the Eligible LoansLoans or New Collateral) or any other Person. (k) It has maintained and intends to 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, however, that nothing contained in this Section 12 or otherwise in this Agreement the foregoing shall not require any direct member, partner or indirect owners shareholder of Seller to make any additional capital contributions to Seller. (l) It has not commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (n) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (o) It shall not take any of the following actions without the affirmative vote of the Independent Manager: : (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing an external written communication to third parties its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing financing and disposition of the Purchased LoansLoans or New Collateral. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it It has not pledged and will not pledge its assets to secure the obligations of any other PersonPerson (other than as contemplated by this Agreement with respect to any Master Seller or Series Seller). (u) Except as contemplated under the Transaction Documents, it It has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other PersonPerson (other than as contemplated by this Agreement with respect to any Master Seller or Series Seller). (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entityentity (other than the Master Seller with respect to any Series Seller). (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) It is and intends to remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller it will file consolidated its own Tax returns, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law).. Master Repurchase Agreement Resource Capital 51 (e) It will, and will at all times hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will correct any known misunderstanding regarding such status, it will conduct business in its own name, it will not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing refinancing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has not commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.. Master Repurchase Agreement Resource Capital 52 (n) Except as contemplated under the Transaction Documents, it It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (o) It shall not take any of the following actions without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing financing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it It has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it It has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity.. Master Repurchase Agreement Resource Capital 53 (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof and so long as of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any Repurchase Obligations remain outstanding; provided that, without limiting the obligations of Guarantor under the Transaction Documents shall remain in effect (for purposes hereofGuaranty, all references to the term “Seller” it is understood that nothing contained in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to 13 or elsewhere in this Agreement as shall obligate the direct or indirect owners of the applicable date):Seller to make capital contributions to Seller to enable Seller to meet its obligations under this Agreement: (a) It it is and intends to remain solvent solvent, and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates (that is not a Seller), its members and any other Person, and Master Seller it will file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It willit has been, is, will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), and it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and other assets incidental its interest under any associated Hedging Transactions; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates a New Asset under its good faith belief, on such date of acquisition or origination, acquisitionas applicable, ownershipthat such New Asset will become a Purchased Asset, hedging, administering, financing and disposition of Purchased Loans.so long as such New Asset is promptly transferred by Seller; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates a New Asset under its good faith belief, on such date of acquisition or origination, as applicable, that such New Asset will become a Purchased Asset, so long as such New Asset is promptly transferred by Seller; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $250,000 500,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred.; (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person (other than in connection with the origination or acquisition of Purchased Assets or New Assets which Seller believes in good faith, on the date of origination or acquisition, financing or refinancing of the Eligible Loans) or any other Person.as applicable, will become a Purchased Asset, so long as such New Asset is promptly transferred by Seller); (k) It has maintained and intends to it will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (l) It has not commingled and neither it nor Guarantor will seek the dissolution, liquidation or winding up, in whole or in part of Seller; (m) except as otherwise permitted herein, it will not commingle its funds and other assets with those of any of its Affiliates (that is not a Seller) or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof).Person; (mn) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates (that is not a Seller) or any other Person.; (no) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.Person (that is not a Seller); (op) It shall not take any of the following actions without the affirmative vote of the Independent Manager: it will (i) permit its members to dissolve or liquidate Seller, in whole or in part; have at all times at least one (1) Independent Director and (ii) consolidate provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or merge replaced without Xxxxx, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with or into any other entity or convey or transfer all or substantially all the name and contact information of its properties the replacement Independent Director and assets to any entity; or evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the consent of its Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees.; and (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingemployees. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets Purchased Assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any financial liability or obligation under any such asset transfer agreement, and (ii) either (A) one Guarantor or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion (other than Seller) agrees to be responsible and liable for the performance of any and all financial obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):effect: (a) It is and intends to remain solvent Solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from and solely to the extent of its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documentsdocuments (i.e. certificate of formation and operating agreement) in all material respects. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other PersonPerson (except, and Master Seller will file consolidated Tax returnsin each case, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law), and, to the extent required by law, it will file its own tax returns, if any (except, for the avoidance of doubt, if the Seller is included as part of a consolidated, unitary, combined or similar tax return, or if the Seller is disregarded as a separate entity for applicable tax purposes). (e) It willhas been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding of which it has Actual Knowledge regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller)other, it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or allocate fairly and reasonably any Series Seller will pay to any Affiliate that incurs costs overhead for shared office space and administrative for services that it uses, the amount performed by an employee of such costs allocable to its use of such office space and administrative servicesan Affiliate. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loansits interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisitionorigination, ownership, hedgingservicing, administeringenforcement, financing, refinancing, securitizing financing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction DocumentsDocuments and its organizational documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under with respect to the Transaction Documents Purchased Loan Documents, and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred payables in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty its business which are either (60x) no more than ninety (90) days of past due and do not exceed $500,000.00 in the date incurredaggregate or (y) more than ninety (90) days past due and do not exceed $250,000.00 in the aggregate, and are being contested in good faith and for which adequate reserves are maintained, and (C) as otherwise expressly permitted under this Agreement. (j) Except to the extent expressly permitted under this Agreement, it It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to will maintain adequate capital derived from income from its business operations for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has shall not commingled and seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof)Person. (mn) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (no) Except as contemplated under the Transaction Documents, it It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (op) It Seller shall not take any Act of the following actions Insolvency without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased LoansDirector. (q) It is an entity disregarded shall at all times maintain at least one Independent Director. For so long as a separate entity or treated as a partnership for U.S. federal income tax purposes and has the Repurchase Obligations remain outstanding, Seller shall not made take any election under Section 301.7701-3(a) of the Treasury Regulations actions contemplated by Section 13(p) above (including, to be treated as an association taxable as a corporation for U.S. federal income tax purposesthe extent, applicable without the affirmative vote of such Independent Director). (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to BuyerPurchaser, and covenants with BuyerPurchaser, that as of the Closing Date, the date hereof and for so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):effect: (a) It is Seller shall own no assets, and intends shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Transaction Document; (b) Seller shall not make any loans or advances to remain solvent any Affiliate or third party and it has paid and will shall not acquire obligations or securities of its Affiliates; (c) Seller shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.assets; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe all limited liability company organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its AffiliatesAffiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of Requirements of Law; provided, its members that (i) appropriate notation shall be made on such financial statements to indicate the separateness of 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, Person and Master Seller will (ii) such assets shall also be listed on the Seller’s own separate balance sheet) and file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter Requirements of lawLaw).; (eg) It willSeller shall be, and will at all times shall hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will and shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents.other; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to 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, however, that nothing contained in this Section 12 or otherwise in this Agreement operations and shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.remain solvent; (li) It has not commingled and will Seller shall not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Seller shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate or any other Person.; (nk) Except as contemplated under the Transaction Documents, it has not held and will Seller shall not hold itself out to be responsible for the debts or obligations of any other Person.; (ol) It Seller shall not take any of the following actions not, without the affirmative vote prior unanimous written consent of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolventIndependent Managers, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action that will result in furtherance an Act of any of the foregoing.Insolvency; (pm) It has no liabilitiesSeller shall, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times times, have at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller.; (tn) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement Seller’s organizational documents shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer that Purchaser be given at least two (2) Business Days prior notice of the removal and/or replacement of the any Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iiiii) that any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of the actions contemplated by Section 12(o) aboveInsolvency; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything ; (o) Seller shall not enter into any transaction with an Affiliate of the Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Seller shall maintain a sufficient number of employees in light of contemplated business operations; (q) Seller shall use separate stationary, invoices and checks bearing its own name, and (t) allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate; (r) Seller shall not pledge its assets to secure the contrary contained herein obligations of any other Person; and (s) Seller shall not form, acquire or hold any Subsidiary or own any equity interest in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithentity.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof and so long as of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any of the Transaction Documents shall Repurchase Obligations remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):outstanding: (a) It it is and intends to remain solvent solvent, and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and Master Seller it will file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It willit has been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case Affiliate of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), and it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans.its interest under any associated Hedging Transactions; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $250,000 200,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred.; (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person (other than in connection with the acquisition, financing origination or refinancing acquisition of the Eligible Loans) or any other Person.Purchased Assets); (k) It has maintained and intends to it will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (l) It has it will not commingled and seek the dissolution, liquidation or winding up, in whole or in part of Seller; (m) it will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof).Person; (mn) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (no) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (op) It shall not take any of the following actions without the affirmative vote of the Independent Manager: it will (i) permit its members to dissolve or liquidate Seller, in whole or in part; have at all times at least one (1) Independent Director and (ii) consolidate provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or merge replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with or into any other entity or convey or transfer all or substantially all the name and contact information of its properties the replacement Independent Director and assets to any entity; or evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the consent of its Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees.; and (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithemployees.

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as at all times while this Agreement or any of the Transaction Documents shall remain hereunder is in effect and each Seller Counterparty (for purposes hereof, all references as to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):itself) covenants that: (a) It is No Seller Counterparty shall own assets or engage in any business, other than the Purchased Assets, Contributed Swingline Loans, proposed Purchased Assets and intends Purchased Assets or Contributed Swingline Loans, as applicable, reacquired by any Seller from Purchaser, and other assets incidental to remain solvent the origination, acquisition, ownership, financing and it has paid disposition of the Purchased Assets; (b) Each Seller Counterparty shall not make any loans or advances to any Affiliate or third party and will shall not acquire obligations or securities of its Affiliates other than those obligations related to Contributed Swingline Loans, Purchased Assets or securities consisting of Purchased Assets or Contributed Swingline Loans, as applicable; (c) Each Seller Counterparty shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.assets; (bd) It has complied and will Each Seller Counterparty shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Each Seller Counterparty shall do all things necessary to observe all limited liability company its organizational formalities and to preserve its existence.; (df) It has maintained and will Each Seller Counterparty shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller will file consolidated Tax returns, if any, which are required by applicable law Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required or permitted under GAAP or as a matter of law).Requirements of Law; (eg) It willEach Seller Counterparty shall be, and will at all times shall hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for tax purposes), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will and shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents.other; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Each Seller Counterparty shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to 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, provided that nothing contained in this Section 12 or otherwise in this Agreement the foregoing shall not require any direct member, partner or indirect owners shareholder of the Seller Counterparty to make any additional capital contributions to Seller.the Seller Counterparty; (li) It has not commingled and will not No Seller Counterparty shall commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person (except with Master and each Seller and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will Counterparty shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Each Seller Counterparty shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate or any other Person.; (nk) Except as contemplated under the Transaction Documents, it has not held and will not No Seller Counterparty shall hold itself out to be responsible for the debts or obligations of any other Person.; (ol) It shall not take any of the following actions No Seller Counterparty shall, without the affirmative vote prior written consent of the Independent Manager: (i) permit its members to dissolve or liquidate Member of Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action that will result in furtherance an Act of any of the foregoing.Insolvency; (pm) It has no liabilitiesSeller shall, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times times, have at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller.Member; (tn) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement Seller’s organizational documents shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer that Purchaser be given at least two (2) Business Days prior notice of the removal and/or replacement of the any Independent ManagerMember, together with the name and contact information of the replacement Independent Manager Member and evidence of the replacement’s satisfaction of the definition of Independent Manager Member and (iiiii) that any Independent Manager Member of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests interest in a Seller Counterparty and any Affiliates of the Seller Counterparties except the Seller Counterparties and the creditors of the Seller Counterparties with respect to taking of, or otherwise voting on, any Act of the actions contemplated by Section 12(o) aboveInsolvency; provided, provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement ; (o) No Seller Counterparty shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations transaction with an Affiliate of Seller under Counterparty except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Each Seller Counterparty shall maintain a sufficient number of employees in light of contemplated business operations; provided, however, that no Seller Counterparty shall be required to maintain any such asset transfer agreement or arising in connection therewith.employees;

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) It is and intends to remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller it will file consolidated its own Tax returns, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law). (e) It willhas been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller)other, it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will shall pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount (for Master Seller and each Series Seller, collectively) not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) 60 days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing acquisition of the Eligible Loans) or any other Person. (k) It has maintained and intends to 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has not commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (n) Except as contemplated under the Transaction Documents, it It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (o) It shall not take any of the following actions without the affirmative vote of the Independent ManagerDirector: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing financing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (si) Master Seller It will have at all times at least one (1) Independent Manager Director and will (ii) provide Buyer with up-to-date contact information for all Independent Manager(sDirector(s) and a copy of the agreement pursuant to which each Independent Manager Director consents to and serves as an “Independent ManagerDirector” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it It has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it It has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager Director of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent ManagerDirector, together with the name and contact information of the replacement Independent Manager Director and evidence of the replacement’s satisfaction of the definition of Independent Manager Director and (iii) any Independent Manager Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyerthe Buyer Parties, and covenants with Buyerthe Buyer Parties, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):effect: (a) 13.1 It is and intends to remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) 13.2 It has complied and will comply with the provisions of its organizational documentscertificate of formation and its limited liability company agreement. (c) 13.3 It has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and to preserve its existence. (d) 13.4 It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller it will file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation that it is a tax-disregarded entity not required to file tax returns under applicable law and its assets will not be included on any financial statement of any of its Affiliates); provided, however, that it may permit its assets to 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 it from such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or permitted under GAAP or as a matter of law)any other Person and (ii) such assets shall also be listed on its own separate balance sheet. (e) 13.5 It willhas been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller)other, it will shall maintain and utilize separate stationarystationery, invoices and checkschecks bearing its own name, and Master Seller or any Series Seller will shall pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) 13.6 It has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loansits interest under any associated Hedging Agreements. (g) 13.7 It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans Assets in accordance with the applicable provisions of the Transaction Documents. (h) It 13.8 Other than capital contributions and distributions permitted under its organizational documents and the Transaction Documents, and transactions otherwise contemplated by the Transaction Documents, it has not entered into, and will not enter intointo any transaction, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’sarm's-length basis with Persons other than such Affiliate. (i) 13.9 It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than than, to the extent permitted under the Transaction Documents, (Ai) obligations under the Transaction Documents and (Bii) unsecured trade payables, in an aggregate amount not to exceed $250,000 1,000,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible LoansPurchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty thirty (6030) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it 13.10 It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing acquisition of the Eligible LoansPurchased Assets) or any other Person. (k) 13.11 It has maintained and intends to will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) 13.12 Neither it nor its sole member will seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control, consolidation or merger with respect to Seller or the Sponsor. 13.13 It has not commingled and will not commingle its funds and or other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof)Person. (m) 13.14 It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (n) Except as contemplated under the Transaction Documents, it 13.15 It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (o) It 13.16 Seller shall not permit its sole member to take any of the following actions without the affirmative vote of the Independent Managerwith respect to Seller: (i) permit its members to dissolve or liquidate Sellerliquidate, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of such member or Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing; (iv) amend the certificate of formation or limited liability company agreement of Seller; (v) enter into any transaction with an Affiliate not in the ordinary course of Seller's business; or (vi) withdraw as the sole member of Seller. (p) 13.17 It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing financing and disposition of the Purchased LoansAssets. (q) 13.18 It is an entity disregarded as has conducted and shall conduct its business consistent with the requirements of being a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701Single-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposesPurpose Entity. (r) 13.19 It has not and shall not maintain any employeesa sufficient number of employees in light of its contemplated business operations, provided that such number may be zero. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will 13.20 It shall not pledge its assets to secure the obligations of any other Person, other than the Buyer Agent, for the benefit of the Buyers. (u) Except as contemplated under the Transaction Documents, it has not and will 13.21 It shall not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) 13.22 It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will shall not form, acquire or hold any subsidiary (whether corporatesubsidiary, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide entity except interests that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice are part of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and Purchased Assets (iiior assets which are proposed to become Purchased Assets) or that are acquired in any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking offoreclosure on, or otherwise voting onother realization of collateral from, any of the actions contemplated by Section 12(o) above; provided, Purchased Assets that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to is a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithmezzanine loan.

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as at all times while this Agreement or any of the Transaction Documents shall remain hereunder is in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):covenants that: (a) It is Seller shall own no assets, and intends shall not engage in any business, other than the Purchased Assets, proposed Purchased Assets and Purchased Assets reacquired by Seller from Purchaser, and other assets incidental to remain solvent the origination, acquisition, ownership, financing and it has paid disposition of the Purchased Assets; (b) Seller shall not make any loans or advances to any Affiliate or third party and will shall not acquire obligations or securities of its Affiliates other than those obligations related to Purchased Assets or securities consisting of Purchased Assets; (c) Seller shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.assets; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe all limited liability company its organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller will file consolidated Tax returns, if any, which are required by applicable law Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required or permitted under GAAP or as a matter of law).Requirements of Law; (eg) It willSeller shall be, and will at all times shall hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for tax purposes), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will and shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), it will maintain and utilize separate stationary, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents.other; (h) It has not entered into, and will not enter into, any contract or agreement with any Seller shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its Affiliates (other than size and character and in light of its contemplated business operations and shall remain solvent; provided that the Transaction Documents)foregoing shall not require any member, except upon terms and conditions that are substantially similar partner or shareholder of Seller to those that would be available on an arm’s-length basis with Persons other than such Affiliate.make additional capital contributions to Seller; (i) It has Seller shall not incurred 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 others; (j) Seller shall maintain its properties, assets and accounts separate from those of any Affiliate or any other Person; (k) Seller shall not hold itself out to be responsible for the debts or obligations of any other Person; (l) Seller shall not, without the prior written consent of its Independent Member, take any action that will result in an Act of Insolvency; (m) Seller shall, at all times, have at least one (1) Independent Member; (n) Seller’s organizational documents shall provide (i) that Purchaser be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Member, together with the name and contact information of the replacement Independent Member and evidence of the replacement’s satisfaction of the definition of Independent Member and (ii) that any Independent Member of Seller shall not incur have any indebtedness 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 obligationotherwise voting on, secured any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (o) Seller shall not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Seller shall maintain a sufficient number of employees in light of contemplated business operations; provided, however, that Seller shall not be required to maintain any employees; (q) Intentionally omitted; (r) Seller shall not pledge its assets to secure the obligations of any other Person; (s) Seller shall not form, acquire or unsecuredhold any Subsidiary or own any equity interest in any other entity; and (t) Seller shall not create, direct incur, assume or indirectsuffer to exist any Indebtedness, absolute Lien, encumbrance or contingent (including guaranteeing security interest in or on any obligation)of its property, assets, revenue, the Purchased Assets, the other Collateral, whether now owned or hereafter acquired, other than (Ai) obligations under the Transaction Documents Documents, (ii) obligations under the documents evidencing the Purchased Assets, and (Biii) unsecured trade payables, in an aggregate amount not to exceed $250,000 the Seller Threshold at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It has maintained and intends to 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has not commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (m) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (n) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (o) It shall not take any of the following actions without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):effect: (a) It is and intends to remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller it will file consolidated Tax its own tax returns, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law). (e) It willhas been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller)other, it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will shall pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased LoansPortfolio Collateral, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loansits interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans Portfolio Collateral in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible LoansPortfolio Collateral; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) 60 days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing acquisition of the Eligible LoansPurchased Securities) or any other Person. (k) It has maintained and intends to will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has shall not commingled and seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control, consolidation or merger with respect to Seller or the Sponsor. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof)Person. (mn) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (no) Except as contemplated under the Transaction Documents, it It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (op) It Seller shall not take any of the following actions without the affirmative vote of the Independent Manageractions: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy LawsCode, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (pq) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing financing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposesPortfolio Collateral. (r) It has not conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to BuyerSELLER HEREBY REPRESENTS AND WARRANTS TO BUYER AND COVENANTS WITH BUYER THAT, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):ON AND AS OF THE DATE OF THIS AGREEMENT AND EACH PURCHASE DATE AND AT ALL TIMES WHILE THIS AGREEMENT AND ANY TRANSACTION THEREUNDER IS IN EFFECT OR ANY REPURCHASE OBLIGATIONS REMAIN OUTSTANDING: (a) It is and intends to remain solvent solvent, and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documentscertificate of formation and its limited liability company agreement. (c) It has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and Master Seller it will file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law). (e) It willhas been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), and it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loansits interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliateaffiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $250,000 200,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person (other than in connection with the acquisition, financing origination or refinancing acquisition of the Eligible Loans) or any other PersonPurchased Assets). (k) It has maintained and intends to will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) Neither it nor Guarantor will seek the dissolution, liquidation or winding up, in whole or in part of Seller. (m) It has not commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof)Person. (mn) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (no) Except as contemplated under the Transaction Documents, it It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (op) It will (i) have at all times at least one (1) Independent Director and (ii) provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller. (q) Its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without Cause, (ii) 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 (iii) any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. (r) It shall not take any of the following actions not, without the affirmative vote of the Independent Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (ps) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewithemployees.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date):effect: (a) It is and intends to remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe all limited liability company corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and Master Seller it will file consolidated Tax its own tax returns, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law).. Repurchase Agreement $400MM Facility (e) It willhas been, is and will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller)other, it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will shall pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loansits interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing financing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $250,000 100,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing financing and disposing of Eligible Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) 60 days of the date incurred. (j) Except to the extent expressly permitted under this Agreement, it It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and shall not acquire obligations or securities of any member shareholder or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) shareholder or any other Person. (k) It has maintained and intends to will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller. (l) It has shall not commingled and seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control, consolidation or merger with respect to Seller or the Sponsor. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof)Person. (mn) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (no) Except as contemplated under the Transaction Documents, it It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.. Repurchase Agreement $400MM Facility (op) It The Seller shall not take any of the following actions without the affirmative vote of the Independent Manageractions: (i) permit its members shareholders to dissolve or liquidate the Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy LawsCode, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of the Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (pq) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing financing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the performance of any and all obligations of Seller under any such asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof and so long as of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any Repurchase Obligations remain outstanding; provided that, without limiting the obligations of Guarantor under the Transaction Documents shall remain in effect (for purposes hereofGuaranty, all references to the term “Seller” it is understood that nothing contained in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to 13 or elsewhere in this Agreement as shall obligate the direct or indirect owners of the applicable date):Seller to make capital contributions to Seller to enable Seller to meet its obligations under this Agreement: (a) It it is and intends to remain solvent solvent, and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe all limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and Master Seller it will file consolidated Tax returns, if any, which are required by applicable law its own tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It willit has been, is, will be, and will at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will shall correct any known misunderstanding regarding such statusits status as a separate entity, it will shall conduct business in its own name, it will shall not identify itself or any of its Affiliates as a division or part of the other (except any Series Seller may refer to itself as a “series” of Master Seller), and it will shall maintain and utilize separate stationarystationery, invoices and checks, and Master Seller or any Series Seller will pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans.its interest under any associated Hedging Transactions; [NEWYORK 3032673_23] (g) It it has not engaged and will not engage in any business other than the origination, acquisition, reacquisition, ownership, hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates (other than the Transaction Documents)affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $250,000 500,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing, securitizing and disposing of Eligible Loansthe Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred.; (j) Except to the extent expressly except as otherwise permitted under this Agreementherein, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, and it shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person (other than in connection with the acquisition, financing origination or refinancing acquisition of the Eligible Loans) or any other Person.Purchased Assets); (k) It has maintained and intends to it will 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, however, that nothing contained in this Section 12 or otherwise in this Agreement shall require any direct or indirect owners of Seller to make any additional capital contributions to Seller.; (l) It has not commingled and neither it nor Guarantor will seek the dissolution, liquidation or winding up, in whole or in part of Seller; (m) except as otherwise permitted herein, it will not commingle its funds and other assets with those of any of its Affiliates or any other Person (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof).Person; (mn) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (no) Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (op) It shall not take any of the following actions without the affirmative vote of the Independent Manager: it will (i) permit its members to dissolve or liquidate Seller, in whole or in part; have at all times at least one (1) Independent Director and (ii) consolidate provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or merge replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with or into any other entity or convey or transfer all or substantially all the name and contact information of its properties the replacement Independent Director and assets to any entity; or evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; [NEWYORK 3032673_23] (r) it shall not, without the consent of its Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Laws, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (p) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, ownership, hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has not and shall not maintain any employees.; and (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (iii) any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 12(o) above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealingemployees. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets Purchased Assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any financial liability or obligation under any such asset transfer agreement, and (ii) either (A) one Guarantor, Operating Partnership or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion (other than Seller) agrees to be responsible and liable for the performance of any and all financial obligations of Seller under any such asset transfer agreement or arising in connection therewith.