Common use of Special Purpose Entity Clause in Contracts

Special Purpose Entity. At all times prior to the Collection Date, the Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the Equityholder; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vi) commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities of the Borrower, the Seller or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by its Affiliates or members; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxiv) fail to use separate invoices and checks bearing its own name; (xxv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure the obligations of any other Person; (xxvi) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Law.

Special Purpose Entity. At all times prior to Except as contemplated by the Collection DateFacility Documents, the Borrower has not Seller shall, and shall not: cause the REO Subsidiary to (i) own no assets, and not engage in any business, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) maintain books and records separate from those of all other Persons; (iii) maintain its bank accounts separate from each other Persons; (iv) not commingle its assets with those of any other Person; (v) pay its own debts and liabilities out of its own funds; (vi) maintain financial statements separate and apart from those of all other Persons; (vii) observe all organizational formalities and other applicable or customary formalities to preserve its existence; (viii) not engage in any business or activity other than as set forth in Seller’s organizational documents or the purchaseREO Subsidiary Agreement, receipt, management as applicable; (ix) not guarantee or become obligated for the debts of any other Person or make any loans or advances to any other Person and sale shall not acquire obligations or securities of Collateral, the transfer and pledge of Collateral pursuant to the terms Seller’s or Guarantor’s Affiliates other than Seller’s ownership of the Transaction DocumentsREO Subsidiary Interests and Participation Interests; (x) not acquire the direct or indirect obligations of, the entry into or securities issued by, its shareholders or any Affiliate; (xi) allocate fairly and the performance under the Transaction Documents and such other activities as reasonably any overhead for expenses that are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary shared with an Affiliate, including paying for the operation office space and services performed by any employee of the Borrower and the performance any Affiliate; (xii) conduct business in its own name, promptly correct any known misunderstandings regarding its separate identity, hold all of its obligations under the Transaction Documents includingassets in its own name, without limitationand not identify itself as a division of any other Person; (xiii) reserved; (xiv) not engage or suffer any change in ownership, capital contributions which it may receive from the Equityholder; (iii) merge into or consolidate with any Person or dissolvewinding-up, terminate dissolve or liquidate in whole or in part except as otherwise provided in Seller’s organizational documents or the REO Subsidiary Agreement, as applicable; (xv) not consolidate or merge, in whole or in part, transfer with or into any other entity or sell, lease, assign, convey or otherwise dispose of transfer all or substantially all of its properties and assets to any Person; (other than in accordance with xvi) not take any action that knowingly shall cause the provisions hereof)Seller or the REO Subsidiary to become insolvent; (xvii) use separate stationery, without in each case first obtaining invoices, and checks bearing its own name; (xviii) not incur or assume any Indebtedness; (xix) not hold out its credit as being available to satisfy the prior written consent obligations of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; others; (ivxx) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), or not make any Investment in loans or advances to any Person (other than Permitted Investments third party, and shall not acquire obligations or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vi) commingle its assets with the assets of any securities of its Affiliates, or of any other Person; ; (viixxi) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities of the Borrower, the Seller or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; ; (xvixxii) file or consent to the filing separate tax returns from those of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) each Person and entity except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by its Affiliates or members; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with have an Affiliate, including paying for office space and services performed by any employee of an Affiliate; Independent Member; (xxiv) fail to use separate invoices except as contemplated by this Agreement and checks bearing its the other Facility Documents not form, acquire or hold any Subsidiary or own name; any equity interest in any other entity other than the REO Subsidiary Interests and the Participation Interests; and (xxv) except for any Permitted Lien relating to any Equity Security, pledge maintain its assets to secure the obligations of any other Person; (xxvi) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case a manner that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer be costly or employee of the Borrower difficult to segregate ascertain or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate identify from those of any other Person. Seller and REO Subsidiary shall not permit any modification or restructuring of Seller’s organizational documents or the REO Subsidiary Agreement (including, except without limitation, any changes in the cash flow with respect to the extent that Seller’s organizational documents and the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable LawREO Subsidiary Agreement) without the consent of the Buyer.

Special Purpose Entity. At all times prior to the Collection Date, the Each of Borrower has not and shall notGeneral Partner shall: (i) engage in any business or activity other than the purchase, receipt, management maintain its own separate books and sale of Collateral, the transfer records and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental theretobank accounts; (ii) acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the Equityholder; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of at all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vi) commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities of the Borrower, the Seller or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to times conduct its business, including all oral and written communications business solely in its own name in order a manner not (a) misleading to mislead others other Persons as to the its identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any through the use of its principals or Affiliatesseparate stationary, signage and business cards); (xv) fail 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; (xviiii) file or consent to the filing of any petitionits own tax returns, either voluntary or involuntaryif any, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other under applicable state or local tax law, hold itself out as to the extent (1) not part of a consolidated group filing a consolidated return or be considered returns or (2) not treated as a department or division for tax purposes of (a) another taxpayer, and pay any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Persontaxes so required to be paid under applicable law; (xviiiiv) fail hold all of its assets in its own name and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person Person, and not have its assets listed on any financial statement of any other Person; provided, however, provided that the Borrower’s its assets may be included in a consolidated financial statement statements of an Affiliate one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the Borrower or first fiscal quarter ending after the Collateral Manager Closing Date (or parent company) provided that (a1) appropriate notation disclosure within the consolidated financial statements or footnotes thereto shall be made on such consolidated financial statements to indicate the its separateness of the Borrower from such Person Affiliate and to indicate that the Borrower’s its assets and credit are not available to satisfy the debts and other obligations of such Person Affiliate or any other Person and (b2) such assets shall also be listed on the Borrower’s its own separate balance sheet; (xixvii) fail to pay its own liabilities and expenses only out of its own funds; (xxviii) fail maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar to pay the salaries those of its own employees, if anyan arm’s-length transaction (it being understood that it may enter into any contract or any other Affiliate transaction expressly permitted under this Agreement); (xxiix) except in connection with correct any exchange offer, work-out, restructuring or the exercise known misunderstanding regarding its separate identity and not identify itself as a division of any rights or remedies other Person; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it; (xi) cause its partners, officers, agents and other representatives (including any director and/or officer on behalf of General Partner) to act at all times with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire it consistently and in furtherance of the obligations or securities issued by foregoing and in its Affiliates or membersbest interests; (xxiixii) guarantee any obligation maintain its funds and 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 other Person, including an Affiliate; (xxiiixiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any an employee of an Affiliate;; and (xxivxiv) fail to use separate invoices and checks bearing not amend, alter or change the terms of its own name; (xxv) except for exempted limited partnership agreement or LLC agreement, as the case may be, in any Permitted Lien relating to any Equity Security, pledge its assets to secure the obligations of any other Person; (xxvi) fail at any time to have at least one (1) independent manager or director material respect unless Administrative Agent consents thereto (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, foregoing provisions in each case that is not an Affiliate of the Borrowerthis clause (j), the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors“Required SPV Provisions”); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Law.

Special Purpose Entity. At all times prior to the Collection Date, the Borrower The Seller has not and shall not: (i) engage in any business or activity other than the purchasepurchase and receipt of Collateral and related assets from the Originator under the Sale Agreement, receipt, management and the sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of under the Transaction Documents, the entry into and the performance under the Transaction Documents ownership of Capital Stock of any REO Asset Owner and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (a) the Collateral or and related assets from the Originator under the Sale Agreement, (b) the Capital Stock of any REO Asset Owner and (c) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderSeller; (iii) except in connection with the 2009 Restructuring and solely to the extent effectuated prior to the Third Amendment and Restatement Effective Date, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modifyamend or modify (except in connection with the 2009 Restructuring and solely to the extent effectuated prior to the Third Amendment and Restatement Effective Date), terminate or fail to comply with the provisions of its limited liability company operating agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiaryexcept for a Subsidiary REO Asset Owner, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vi) except as permitted by this Agreement and the Lock-Box Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtednessdebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders Purchasers, except for trade payables in the ordinary course of its business; provided that such debt is not evidenced by a note and a termination of all the Commitmentsis paid when due; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) except for the Capital Contribution Agreement, enter into any contract or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the BorrowerSeller, CS Funding VII, the Seller Originator and CapitalSource Finance LLC or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt indebtedness of another Person; (xiv) make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of indebtedness issued by any other Person (other than cash and investment-grade securities); (xv) fail to file its own separate tax return, or file a consolidated federal income tax return with any other Person, except as may be required by the Internal Revenue Code and regulations; (xvi) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts indebtedness of any third party (including any of its principals or Affiliates); (xvxvii) fail 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; (xvixviii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xviixix) except as may be required or permitted by the Internal Revenue Code and regulations regulations, share any common logo with or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliatesaffiliates, (b) any Affiliate of a principal or (c) any other Person; (xviiixx) except in connection with the 2009 Restructuring and solely to the extent effectuated prior to the Third Amendment and Restatement Effective Date, permit any transfer (whether in one or more transactions) of any direct or indirect ownership interest in the Seller to the extent it has the ability to control the same, unless the Seller delivers to the Administrative Agent an acceptable non-consolidation opinion and the Administrative Agent consents to such transfer; (xxi) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xixxxii) fail to pay its own liabilities and expenses only out of its own fundsfunds or out of funds received by it in connection with its ownership of Capital Stock in any REO Asset Owner; (xxxxiii) fail to pay the salaries of its own employees, if anyemployees in light of its contemplated business operations; (xxixxiv) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders (other than any REO Asset Owner); (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiiixxv) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxivxxvi) fail to use separate invoices and checks bearing its own name; (xxvxxvii) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure for the obligations benefit of any other Person, other than with respect to payment of the indebtedness to the Secured Parties hereunder; (xxvixxviii) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who is not and has prior experience as an independent director, independent manager or independent member with not been for at least three five years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditortrade credit or shareholder (or spouse, supplier parent, sibling or service provider; or (dchild of the foregoing) a Person that controls (whether directly, indirectly or otherwise) any of (a)) the Servicer, (b) or the Seller, (c) above. A natural person who otherwise satisfies any principal of the foregoing definition and satisfies subparagraph Servicer, (ad) by reason any Affiliate of being the Servicer, or (e) any Affiliate of any principal of the Servicer (an “Independent Manager Director”); provided that such Independent Director may be an independent director of a “another special purpose entity” entity affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Servicer or its Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) or fail to ensure that all limited liability company action relating to the appointmentselection, maintenance or replacement of the Independent Manager Director are duly authorized by the Equityholder; provided that, unless prior written consent is provided by unanimous vote of the Administrative Agent, the Equityholder shall not cause board of directors (including the Independent Manager to be removed without causeDirector); (xxviiixxix) fail to provide that take any of the following actions without obtaining the prior unanimous consent of all managers directors (including the consent of the Borrower’s Independent Manager) is required for the Borrower to Director): (a) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the BorrowerSeller, (e) make any assignment for the benefit of the BorrowerSeller’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; orand (xxixxxx) fail to file its own Tax returns separate take or refrain from those taking, as applicable, each of any other Personthe activities specified in the non-consolidation opinion of Xxxxxx Xxxxx LLP, except to dated as of the extent that the Borrower is treated as a “disregarded entity” for Tax purposes Third Amendment and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable LawRestatement Effective Date.

Special Purpose Entity. At all times prior to the Collection Date, the Borrower The Seller has not and shall not:not (other than in connection with the transactions contemplated by the CSIII Sale Agreement and the QRS Sale Agreement, as applicable): (i) engage in any business or activity other than the purchasepurchase and receipt of Collateral and related assets from the applicable Originator under the applicable Sale Agreement, receipt, management and the sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of under the Transaction Documents, the entry into and execution of the performance under the Transaction Documents Sellers Guaranty and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (a) the Collateral or and related assets from the applicable Originator under the applicable Sale Agreement and (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderSeller; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written consent of the Administrative Agent and each Purchaser Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent and each Purchaser Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company operating agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity Subsidiary (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary that solely owns and operates REO Assets) or make any Investment investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent and each Purchaser Agent; (vi) except as permitted by this Agreement and the Lock-Box Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtednessdebt, secured or unsecured, direct or contingent (including guaranteeing any obligationobligation (other than with respect to the Sellers Guaranty)), other than Indebtedness indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances the Advance owed to the Lenders Purchasers, except for trade payables in the ordinary course of its business; provided, that such debt is not evidenced by a note and a termination of all the Commitmentsis paid when due; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any PersonPerson (other than with respect to the Sellers Guaranty), except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, Seller and the Seller applicable Originator or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another PersonPerson (other than with respect to the Sellers Guaranty); (xiv) make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of indebtedness issued by any other Person (other than cash and investment-grade securities); (xv) fail to file its own separate tax return, or file a consolidated federal income tax return with any other Person, except as may be required by the Internal Revenue Code and regulations; (xvi) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xvxvii) fail 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; (xvixviii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xviixix) except as may be required or permitted by the Internal Revenue Code and regulations regulations, share any common logo with or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliatesaffiliates, (b) any Affiliate of a principal or (c) any other Person; (xviiixx) permit any transfer (whether in one or more transactions) of any direct or indirect ownership interest in the Seller to the extent it has the ability to control the same, unless the Seller delivers to the Administrative Agent and each Purchaser Agent an acceptable non-consolidation opinion and the Administrative Agent consents to such transfer; (xxi) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xixxxii) fail to pay its own liabilities and expenses only out of its own funds; (xxxxiii) fail to pay the salaries of its own employees, if anyemployees in light of its contemplated business operations; (xxixxiv) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates (other than an Affiliate that solely owns and operates REO Assets) or membersstockholders; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiiixxv) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxivxxvi) fail to use separate invoices and checks bearing its own namebank accounts; (xxvxxvii) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure for the obligations benefit of any other Person, other than with respect to payment of the indebtedness to the Secured Parties hereunder; (xxvixxviii) fail at any time to have at least one (1) independent manager or director (the an “Independent ManagerDirector”) who is not and has prior experience as an independent director, independent manager or independent member with not been for at least three five years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditortrade credit or shareholder (or spouse, supplier parent, sibling or service provider; or (dchild of the foregoing) a Person that controls (whether directly, indirectly or otherwise) any of (a)) the Servicer, (b) or the Seller, (c) above. A natural person who otherwise satisfies any principal of the foregoing definition and satisfies subparagraph Servicer, (ad) by reason any Affiliate of being the Servicer, or (e) any Affiliate of any principal of the Servicer; provided, however, such Independent Manager Director may be an independent director of a “another special purpose entity” entity affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) Servicer or fail to ensure that all limited liability company action relating to the appointmentselection, maintenance or replacement of the Independent Manager Director are duly authorized by the Equityholder; provided that, unless prior written consent is provided by unanimous vote of the Administrative Agent, the Equityholder shall not cause board of directors (including the Independent Manager to be removed without causeDirector); (xxviiixxix) fail to provide ensure that the unanimous consent of all managers directors (including the consent of the Borrower’s Independent ManagerDirector) is required received for the Borrower Seller to (a) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the BorrowerSeller, (e) make any assignment for the benefit of the BorrowerSeller’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; orand (xxixxxx) fail to file its own Tax returns separate take or refrain from those taking, as applicable, each of any other Personthe activities specified in the non-consolidation opinion of Xxxxxx Xxxxx LLP, except to dated as of the extent that date hereof, upon which the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Lawconclusions expressed therein are based.

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, receipt and management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or Collateral, (b) Permitted Investments and (c) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents Documents, including, without limitation, capital contributions which it may receive from the Equityholder; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, structure or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modifyamend or modify (other than in accordance with the terms hereof and thereof), terminate or fail to comply with the provisions of of, its limited liability company operating agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanInvestments) without the prior written consent of the Administrative Agent; (vi) except as permitted by this Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person, other than as expressly provided in the Transaction Documents; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and Documents, (b) the documents specifically contemplated by the Borrower LLC Agreement, (c) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted Person and (iid) as otherwise permitted under the Equityholder may contribute cash or other property as a capital contribution to the BorrowerTransaction Documents; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, Borrower and the Seller Equityholder or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to maintain separate financial statements, showing its assets company records and liabilities separate and apart from those books of any other Person and not have its assets listed on any financial statement of any other Personaccount; provided, however, that the Borrower’s assets and liabilities may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate Equityholder so long as the separateness of the Borrower from such Person the Equityholder and to indicate that the unavailability of the Borrower’s assets and credit are not available to satisfy the debts and other obligations of the Equityholder are disclosed by the Equityholder within all public filings that contain such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetconsolidated financial statements; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and space, if any, provided by an Affiliate or services performed by any employee of an Affiliate; (xxivxxiii) fail to use separate invoices and checks bearing its own name; (xxvxxiv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure the obligations of any other Person; (xxvixxv) (A) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as is not currently (a) a manager, officer, employee or Affiliate of the Borrower or the Equityholder or any major creditor, or a manager, officer or employee of any such Affiliate (other than an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate similar position of the Borrower, the Seller Equityholder or an Affiliate), or (ii) the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course beneficial owner of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee limited liability company interests of the Borrower or any voting, investment or other ownership interests of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an any Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; major creditor or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxviiB) fail to ensure that all limited liability company action relating to the appointmentselection, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by unanimous vote of the Administrative Agent, the Equityholder shall not cause board of managers (including the Independent Manager Manager) except as otherwise permitted pursuant to be removed without causethe Borrower LLC Agreement; (xxviiixxvi) fail to provide that the unanimous consent of all members or managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to take any Material Action; and (axxvii) institute proceedings to be adjudicated bankrupt take or insolventrefrain from taking, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against itas applicable, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit each of the Borrower’s creditorsactivities specified in the non-consolidation opinion of Sxxxxxx Rxxx & Zxxxx LLP, (f) admit in writing its inability to pay its debts generally dated as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to date hereof upon which the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Lawconclusions expressed therein are based.

Special Purpose Entity. At all times prior Unless otherwise consented to the Collection Dateby Lender in writing, the each Borrower has not and Party shall not: be a Special Purpose Entity that shall (i) own no assets, and will not engage in any lines of business or activity activities, other than the purchase, receipt, management assets and sale of Collateral, transactions specifically contemplated by the transfer and pledge of Collateral pursuant to the terms of the Transaction Facility Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; ; (ii) acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the Equityholder; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vi) commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) not incur any IndebtednessIndebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than Indebtedness pursuant to the Secured Parties hereunder Facility Documents; (iii) not make any loans or in conjunction with a repayment advances to any Affiliate or third party, and not acquire obligations or securities of all Advances owed to any Borrower’s Affiliates (other than the Lenders assets and a termination of all transactions specifically contemplated by the Commitments; Facility Documents); (viiiiv) become insolvent or fail to pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its assets own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law), or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent which shall become due; not be unreasonably conditioned, withheld or delayed; (ixvii) fail to maintain all of its recordsbooks, books of account records and bank accounts financial statements separate and apart from those of any other Person; its Affiliates (x) enter into any contract except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Personas a matter of applicable law); provided that, for to the avoidance extent required by GAAP, the financial statements shall disclose the separateness of doubt with regard to this clause (x), (i) acquisitions of Collateral each Borrower from the Sellersuch Affiliate, and sales indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities of the Borrower, the Seller such Affiliate or any other Person; ; (xiiiviii) guaranteebe, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to and at all times shall hold itself out to the public as as, a legal entity separate and distinct from any other Person or to entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct its business, including all oral and written communications solely business in its own name in order name, shall not (a) to mislead others as to the identity of the Person with which such other party is transacting business, identify itself or (b) to suggest that it is responsible for the debts of any third party (including any of its principals Affiliates as a division or Affiliates); part of the other; (xvix) fail not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; (x) 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; purposes, transactions and liabilities; (xvixi) file or consent to the filing fullest extent permitted by law, not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any petition, either voluntary Affiliate or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and shall maintain its properties and assets in such manner that it would not have be costly or difficult to identify, segregate or ascertain its properties and assets listed on any financial statement from those of others; (xiii) except as permitted by the Facility Documents, will not hold itself out to be responsible for the debts or obligations of any other Person; provided(xiv) not form, however, that the Borrower’s assets may be included acquire or hold any Subsidiary or own any equity interest in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and entity; (bxv) such assets shall also be listed on the Borrower’s own separate balance sheet; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by its Affiliates or members; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxiv) fail to use separate stationery, invoices and checks bearing its own name; ; (xxvxvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except for any Permitted Lien relating to any Equity Securityas permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Person; (xxvi) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Law.

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, receipt and management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or Collateral, (b) Permitted Investments and (c) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderDocuments; (iii) merge into or consolidate with any Person or Person, dissolve, terminate or liquidate in whole or in part, transfer transfer, divide or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)) or change its jurisdiction of formation, without in each case first obtaining the prior written consent of the Administrative AgentAgent and each Lender, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate the provisions of its operating agreement other than in accordance with the terms thereof, or fail to comply with the provisions of its limited liability company agreement, operating agreement or otherwise fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanInvestments) without the prior written consent of the Administrative Agent; (vi) except as permitted by this Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person, other than as expressly provided in the Transaction Documents; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and Documents, (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted Person and (iic) as otherwise permitted under the Equityholder may contribute cash or other property as a capital contribution to the BorrowerTransaction Documents; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, Borrower and the Seller BDC or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to maintain separate financial statements, showing its assets company records and liabilities separate and apart from those books of any other Person and not have its assets listed on any financial statement of any other Personaccount; provided, however, that the Borrower’s assets and liabilities may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate BDC so long as the separateness of the Borrower from such Person the BDC and to indicate that the unavailability of the Borrower’s assets and credit are not available to satisfy the debts and other obligations of the BDC are disclosed by the BDC within all public filings that contain such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetconsolidated financial statements; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and space, if any, provided by an Affiliate or services performed by any employee of an Affiliate; (xxivxxiii) fail to use separate invoices and checks bearing its own name; (xxvxxiv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure the obligations of any other Person; (xxvixxv) (A) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as is not currently (a) a manager, officer, employee or Affiliate of the Borrower or any major creditor, or a manager, officer or employee of any such Affiliate (other than an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate similar position of the Borrower, the Seller BDC or an Affiliate), or (ii) the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course beneficial owner of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee limited liability company interests of the Borrower or any voting, investment or other ownership interests of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an any Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; major creditor or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxviiB) fail to ensure that all limited liability company action relating to the appointmentselection, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by unanimous vote of the Administrative Agent, the Equityholder shall not cause board of managers (including the Independent Manager Manager) except as otherwise permitted pursuant to be removed without causethe Borrower LLC Agreement; (xxviiixxvi) fail to provide that the unanimous consent of all managers members (including the consent of the Borrower’s Independent Manager) is required for the Borrower to take any Material Action; and (axxvii) institute proceedings to be adjudicated bankrupt take or insolventrefrain from taking, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against itas applicable, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit each of the Borrower’s creditorsactivities specified in the non-consolidation opinion of Xxxxxxx Xxxx & Xxxxx LLP, (f) admit in writing its inability to pay its debts generally dated as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to date hereof upon which the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Lawconclusions expressed therein are based.

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, receipt and management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderDocuments; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company operating agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock equity interest in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan)entity, or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanInvestments) without the prior written consent of the Administrative Agent; (vi) commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, Borrower and the Seller Related Fund or any other Person; (xiii) except as provided in this Agreement, guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an its Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person Affiliate or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or members; (xxii) guarantee any obligation of any Personperson, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxiv) fail to use separate invoices and checks bearing its own name; (xxv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure for the obligations benefit of any other Person, other than with respect to payment of the indebtedness to the Secured Parties hereunder; (xxvi) (A) fail at any time to have at least one (1) independent manager or director member (the “Independent ManagerSpecial Member”) which shall be a natural Person approved by the Administrative Agent in its sole discretion, which member must, in each such instance, be a Person who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, Global Securitization Services, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services Corporation or, if none of those companies is then providing professional Independent ManagersSpecial Members, another nationally recognized company reasonably approved by the Administrative AgentLenders, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager Borrower and that provides professional Independent Managers Special Members and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager a Special Member and is not, and has never been, and will not while serving as Independent Manager Special Member be, any of the following: (av) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager respective equityholders or Affiliates (other than as an Independent Manager a Special Member of the Borrower or an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-bankruptcy remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (bx) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager Borrower or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers Special Members and other corporate services to the Borrower, the Collateral Manager Borrower or any of its equityholders or Affiliates in the ordinary course of business); (cy) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (dz) a Person that controls (whether directly, indirectly or otherwise) any of (av), (bx) or (cy) above; or (B) fail to ensure that all limited liability company action relating to the selection, maintenance or replacement of the Special Member shall require the written consent of the Administrative Agent. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (av) by reason of being the Independent Manager Special Member of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager a Special Member of the Borrower, provided that the fees that such individual earns from serving as Independent Manager Special Member of Affiliates affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers members (including the consent of the Borrower’s Independent ManagerSpecial Member) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxixxxviii) fail to file its own Tax tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax tax purposes and is not required to file Tax tax returns under Applicable Lawapplicable law, and pay any Taxes taxes required to be paid under Applicable Lawapplicable law.

Special Purpose Entity. At all times prior to The Borrower will not (nor has it taken any such action in the Collection Date, the Borrower has not and shall not:past): (i) engage in any business or activity other than the purchase, receipt, management purchase and sale receipt of CollateralReceivables and related assets under the Second Tier Purchase Agreement, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into Receivables and the performance related assets under the Transaction Basic Documents and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (aA) the Collateral or (bReceivables and related assets under the Second Tier Purchase Agreement,(B) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive (C) cash generated from the Equityholderforegoing; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written Administrative Agent’s consent (acting at the direction of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection DateRequired Lenders); (iv) except elect for the Borrower to be treated, or otherwise knowingly take any action that reasonably could cause Borrower to become taxable, as otherwise permitted under clause a corporation for U.S. federal income tax purposes; (iii), v) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative AgentAgent (acting at the direction of the Required Lenders), amend, modify, terminate or terminate, fail to comply with the provisions of its limited liability company agreement, Formation Documents or fail to observe limited liability company corporate formalities; (vvi) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment in any Person (Person, or own any equity interest in any other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offerentity, work-out or restructuring of a Loan) without the prior written consent of the Administrative AgentAgent (acting at the direction of the Required Lenders), except for the 2017-1A SUBI Certificate with respect to the Trust; (vivii) commingle its assets with the assets of any of its Affiliates, or of any other Person, except to the extent contemplated by this Agreement; (viiviii) incur any Indebtednessdebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or under any other Basic Document or in conjunction with a repayment of all Advances owed to the Lenders Aggregate Unpaids, except for trade payables in the ordinary course of its business, provided that such debt is not evidenced by a note and a termination of all the Commitmentspaid when due; (viiiix) become insolvent not Solvent or generally fail to pay its debts and liabilities from its assets as the same shall become due; (ixx) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; provided, however, that the Borrower may be included in Regional Management’s consolidated financial statements for Tax and reporting purposes; (xxi) seek its dissolution or winding up, in whole or in part; (xii) enter into any contract or agreement with any of its principals or Affiliates or any other Person, except (a) the Transaction Documents and (b) other contracts or agreements that are as contemplated by this Agreement upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xiixiii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, the Seller Borrower from any principal or Affiliate thereof or from any other Person; (xiiixiv) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xivxv) make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of Indebtedness issued by any other Person (other than Permitted Investments and Contracts); (xvi) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (aA) to mislead others as to the identity of the Person with which such other party is transacting business, or (bB) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xvxvii) fail 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; (xvixviii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, Insolvency Laws or make an assignment for the benefit of creditors; (xviixix) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (aA) any of its principals or Affiliates, (bB) any Affiliate of a principal or (cC) any other Person; (xviiixx) permit any transfer (whether in any one or more transactions) of a direct or indirect ownership interest in the Borrower unless the Borrower delivers to the Administrative Agent and each Lender an acceptable non-consolidation opinion; (xxi) fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not Person, or have its assets listed on any the financial statement of any other Person; provided, however, that the Borrower’s assets Borrower may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such Regional Management’s consolidated financial statements to indicate the separateness of the Borrower from such Person for Tax and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetreporting purposes; (xixxxii) fail to pay its own liabilities and expenses only out of its own funds; (xxxxiii) fail to pay or cause to be paid the salaries of its own employees, if anyapplicable, in light of its contemplated business operations; (xxixxiv) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiiixxv) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxivxxvi) fail to use separate invoices and checks bearing its own name; (xxvxxvii) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure for the obligations benefit of any other Person, other than with respect to payment of the Indebtedness to the Secured Parties hereunder; (xxvixxviii) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is noton its board of managers; provided, and has never beenhowever, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers may be an independent director or directors); (b) a creditor, supplier or service provider (including provider manager of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “another special purpose entity” entity affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that yearRegional Management; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviiixxix) fail to provide that the unanimous consent of all managers of the Borrower (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (aA) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolventnot Solvent, (bB) institute or consent to the institution of bankruptcy or insolvency proceedings Insolvency Proceedings against it, (cC) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvencyInsolvency Law, (dD) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the Borrower, (eE) make any assignment for the benefit of the Borrower’s creditors, (fF) admit in writing its inability to pay its debts generally as they become due, due or (gG) take any action in furtherance of any of the foregoing; or; (xxixxxx) replace or appoint any Person as an Independent Manager of the Borrower (A) who does not satisfy the definition of an Independent Manager and (B) with less than ten days’ prior written notice to the Administrative Agent and each Lender and without an Officer’s Certificate of Regional Management that the prospective Independent Manager satisfies the definition of an Independent Manager; (xxxi) (A) amend, restate, supplement or otherwise modify its Formation Documents in any respect that would impair its ability to comply with the Basic Documents or (B) fail to file require in its own Tax returns separate from those of any other Person, except limited liability company agreement that no Independent Manager may be replaced or appointed with less than ten days’ prior written notice to the extent Administrative Agent and each Lender and a certification by Regional Management that the Borrower is treated prospective Independent Manager satisfies the definition of an Independent Manager; and (xxxii) not take or refrain from taking, as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Lawapplicable, and pay any Taxes required to be paid under Applicable Laweach of the activities specified in the non-consolidation opinion of Xxxxxx & Bird, LLP, dated the Restatement Date, upon which the conclusions expressed therein are based.

Special Purpose Entity. At all times prior to the Collection Date, the Borrower has shall: (a) not and shall not: (i) own any assets nor engage in any business or activity other than owning the purchase, receipt, management assets and sale of Collateral, engaging in the transfer transactions specifically contemplated hereunder and pledge of Collateral under every other document to be executed pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or this Loan Agreement; (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the Equityholder; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vi) commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) not incur any Indebtednessindebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligationguarantee thereof), other than Indebtedness pursuant hereto; (c) not make any loans or advances to the Secured Parties hereunder any third party, and shall not acquire obligations or in conjunction with a repayment securities of all Advances owed to the Lenders and a termination any of all the Commitments; its Affiliates; (viiid) become insolvent or fail to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its assets as own assets; (e) comply with the provisions of its organizational documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed without the prior written consent of Lender which shall become due; not be unreasonably withheld; (ixg) fail to maintain all of its books, records, books of account financial statements and bank accounts separate and apart from those of any other Person; its Affiliates; (xh) enter into any contract or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Sellerbe, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities of the Borrower, the Seller or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to at all times will hold itself out to the public as as, a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party entity (including any of its principals or Affiliates); , shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationary, invoices and checks; (xvi) fail 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; ; (xvij) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in part; (k) not commingle its funds or other assets with those of any of its Affiliates or any other Person; (l) 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; and (n) cause each of its direct and indirect owners to agree not to (i) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation insolvency or reorganization statute, case or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies proceeding with respect to Borrower; institute any Loan proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by its Affiliates or members; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxiv) fail to use separate invoices and checks bearing its own name; (xxv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure the obligations of any other Person; (xxvi) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (dii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestratorsequester, collateral agent custodian or any similar official for the Borrower, Borrower or a substantial portion of its properties; or (eiii) make any assignment for the benefit of the Borrower’s 's creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Law.

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, receipt and management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or Collateral, (b) Permitted Investments and (c) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents Documents, including, without limitation, capital contributions which it may receive from the Equityholder; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, structure or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modifyamend or modify (other than in accordance with the terms hereof and thereof), terminate or fail to comply with the provisions of of, its limited liability company operating agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanInvestments) without the prior written consent of the Administrative Agent; (vi) except as permitted by this Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person, other than as expressly provided in the Transaction Documents; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and Documents, (b) the documents specifically contemplated by the Borrower LLC Agreement, (c) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted Person and (iid) as otherwise permitted under the Equityholder may contribute cash or other property as a capital contribution to the BorrowerTransaction Documents; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, Borrower and the Seller Equityholder or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to maintain separate financial statements, showing its assets company records and liabilities separate and apart from those books of any other Person and not have its assets listed on any financial statement of any other Personaccount; provided, however, that the Borrower’s assets and liabilities may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate Equityholder so long as the separateness of the Borrower from such Person the Equityholder and to indicate that the unavailability of the Borrower’s assets and credit are not available to satisfy the debts and other obligations of the Equityholder are disclosed by the Equityholder within all public filings that contain such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetconsolidated financial statements; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and space, if any, provided by an Affiliate or services performed by any employee of an Affiliate; (xxivxxiii) fail to use separate invoices and checks bearing its own name; (xxvxxiv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure the obligations of any other Person; (xxvixxv) (A) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as is not currently (a) a manager, officer, employee or Affiliate of the Borrower or the Equityholder or any major creditor, or a manager, officer or employee of any such Affiliate (other than an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate similar position of the Borrower, the Seller Equityholder or an Affiliate), or (b) the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course beneficial owner of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee limited liability company interests of the Borrower or any voting, investment or other ownership interests of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an any Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; major creditor or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxviiB) fail to ensure that all limited liability company action relating to the appointmentselection, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by unanimous vote of the Administrative Agent, the Equityholder shall not cause board of managers (including the Independent Manager Manager) except as otherwise permitted pursuant to be removed without causethe Borrower LLC Agreement; (xxviiixxvi) fail to provide that the unanimous consent of all members or managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to take any Material Action; and (axxvii) institute proceedings to be adjudicated bankrupt take or insolventrefrain from taking, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against itas applicable, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit each of the Borrower’s creditorsactivities specified in the non-consolidation opinion of Sxxxxxx Rxxx & Zxxxx LLP, (f) admit in writing its inability to pay its debts generally dated as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to date hereof upon which the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Lawconclusions expressed therein are based.

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, receipt and management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the sale of Collateral as permitted hereunder, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderDocuments; (iii) merge into or consolidate with any Person or dissolve, wind-up, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreementoperating agreement except as otherwise permitted pursuant to Section 5.2(h), or fail to observe limited liability company formalities, or divide or permit any division of the Borrower; (v) form, acquire or own any Subsidiary, own any Capital Stock equity interest in any other entity (other than Capital Stock any Equity Security received in Obligors exchange for a defaulted Loan or portion thereof in connection with an insolvency, bankruptcy, reorganization, debt restructuring or workout of the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanObligor thereof), or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanInvestments) without the prior written consent of the Administrative Agent; (vi) commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents Documents, (b) contracts and agreements relating to the acquisition and disposition of the Collateral, (c) the Underlying Instruments, and (bd) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution dissolution, termination, liquidation or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, the Seller Transferor or any other Person; (xiii) except as provided for in this Agreement, guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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 the foregoing shall not require any equityholder of the Borrower to make any additional capital contributions; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors[reserved]; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) its Affiliate; provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person Affiliate or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetsheet (if any); (xix) fail to pay its own liabilities and expenses only out of its own funds[reserved]; (xx) fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations of or securities issued by its Affiliates or members, it being understood that this clause (xxi) shall not prevent the Borrower from acquiring Loans from the Transferor or as otherwise permitted hereunder; (xxii) guarantee any obligation of any Person, including an Affiliate[reserved]; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxiv) fail to use separate invoices and checks bearing its own name; (xxv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure for the obligations benefit of any other Person, other than with respect to payment of the indebtedness to the Secured Parties hereunder; (xxvi) (A) fail at any time to have at least one (1) independent manager or director member (the “Independent ManagerSpecial Member”) which shall be a natural Person who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, Xxxxxx X. Xxxxxxx & Associates, Global Securitization Services, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services Corporation or, if none of those companies is then providing professional Independent ManagersSpecial Members, another nationally recognized company reasonably approved by the Administrative Agentthat routinely provides professional Special Members, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager Borrower and that provides professional Independent Managers Special Members and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager a Special Member and is not, and has never been, and will not while serving as Independent Manager Special Member be, any of the following: (aw) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager equityholders or Affiliates (other than as an Independent Manager of an Affiliate a Special Member of the Borrower that is not in the direct chain or any of ownership of the Borrower and its equityholders or Affiliates that is required by a creditor to be a single purpose bankruptcy-bankruptcy remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (bx) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager Borrower or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers Special Members and other corporate services to the Borrower, the Collateral Manager Borrower or any of its equityholders or Affiliates in the ordinary course of business); (cy) a an immediate family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (dz) a Person that controls (whether directly, indirectly or otherwise) any of (aw), (bx) or (cy) above; provided that the Special Member may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower; provided, further, that the Borrower shall have (10) Business Days to replace any Special Member with a person approved by the Administrative Agent in its reasonable discretion upon death, resignation or incapacitation of the current Special Member; or (B) fail to ensure that all limited liability company action relating to the selection or replacement of the Special Member during the Covenant Compliance Period shall require the written consent of the Administrative Agent. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph clause (aw) above by reason of being the Independent Manager Special Member of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager a Special Member of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers members (including the consent of the Borrower’s Independent ManagerSpecial Member) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxixxxviii) fail to file its own Tax tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax tax purposes and is not required to file Tax tax returns under Applicable Lawapplicable law, and pay any Taxes taxes required to be paid under Applicable Lawapplicable law.

Special Purpose Entity. At all times prior to the Collection Date, the Borrower The Seller has not and shall not: (i) engage in any business or activity other than the purchasepurchase and receipt of Collateral and related assets from the Originator under the Sale Agreement, receipt, management and the sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of under the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (a) the Collateral or and related assets from the Originator under the Sale Agreement and (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderSeller; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company operating agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vi) except as permitted by this Agreement and the Lock-Box Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtednessdebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders Purchasers, except for trade payables in the ordinary course of its business; provided that such debt is not evidenced by a note and a termination of all the Commitmentsis paid when due; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of Seller and the Borrower, the Seller Originator or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt indebtedness of another Person; (xiv) make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of indebtedness issued by any other Person (other than cash and investment-grade securities); (xv) fail to file its own separate tax return, or file a consolidated federal income tax return with any other Person, except as may be required by the Internal Revenue Code and regulations; (xvi) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts indebtedness of any third party (including any of its principals or Affiliates); (xvxvii) fail 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; (xvixviii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xviixix) except as may be required or permitted by the Internal Revenue Code and regulations regulations, share any common logo with or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliatesaffiliates, (b) any Affiliate of a principal or (c) any other Person; (xviiixx) permit any transfer (whether in one or more transactions) of any direct or indirect ownership interest in the Seller to the extent it has the ability to control the same, unless the Seller delivers to the Administrative Agent an acceptable non-consolidation opinion and the Administrative Agent consents to such transfer; (xxi) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xixxxii) fail to pay its own liabilities and expenses only out of its own funds; (xxxxiii) fail to pay the salaries of its own employees, if anyemployees in light of its contemplated business operations; (xxixxiv) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiiixxv) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxivxxvi) fail to use separate invoices and checks bearing its own name; (xxvxxvii) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure for the obligations benefit of any other Person, other than with respect to payment of the indebtedness to the Secured Parties hereunder; (xxvixxviii) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who is not and has prior experience as an independent director, independent manager or independent member with not been for at least three five years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditortrade credit or shareholder (or spouse, supplier parent, sibling or service provider; or (dchild of the foregoing) a Person that controls (whether directly, indirectly or otherwise) any of (a)) the Servicer, (b) or the Seller, (c) above. A natural person who otherwise satisfies any principal of the foregoing definition and satisfies subparagraph Servicer, (ad) by reason any Affiliate of being the Servicer, or (e) any Affiliate of any principal of the Servicer (an “Independent Manager Director”); provided that such Independent Director may be an independent director of a “another special purpose entity” entity affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Servicer or its Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) or fail to ensure that all limited liability company action relating to the appointmentselection, maintenance or replacement of the Independent Manager Director are duly authorized by the Equityholder; provided that, unless prior written consent is provided by unanimous vote of the Administrative Agent, the Equityholder shall not cause board of directors (including the Independent Manager to be removed without causeDirector); (xxviiixxix) fail to provide that take any of the following actions without obtaining the prior unanimous consent of all managers directors (including the consent of the Borrower’s Independent Manager) is required for the Borrower to Director): (a) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the BorrowerSeller, (e) make any assignment for the benefit of the BorrowerSeller’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; orand (xxixxxx) fail to file its own Tax returns separate take or refrain from those taking, as applicable, each of any other Personthe activities specified in the non-consolidation opinion of Pxxxxx Bxxxx LLP, except to dated as of the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Lawdate hereof.

Special Purpose Entity. At all times prior to The Borrower will not (nor has it taken any such action in the Collection Date, the Borrower has not and shall not:past): (i) engage in any business or activity other than the purchase, receipt, management purchase and sale receipt of CollateralReceivables and related assets under the Second Tier Purchase Agreement, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into Receivables and the performance related assets under the Transaction Basic Documents and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (aA) the Collateral or Receivables and related assets under the Second Tier Purchase Agreement, (bB) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive (C) cash generated from the Equityholderforegoing; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written Administrative Agent’s consent (acting at the direction of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection DateRequired Lenders); (iv) except elect for the Borrower to be treated, or otherwise knowingly take any action that reasonably could cause Borrower to become taxable, as otherwise permitted under clause a corporation for U.S. federal income tax purposes; (iii), v) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative AgentAgent (acting at the direction of the Required Lenders), amend, modify, terminate or terminate, fail to comply with the provisions of its limited liability company agreement, Formation Documents or fail to observe limited liability company corporate formalities; (vvi) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment in any Person (Person, or own any equity interest in any other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offerentity, work-out or restructuring of a Loan) without the prior written consent of the Administrative AgentAgent (acting at the direction of the Required Lenders), except for the 2021-1C SUBI Certificate with respect to the Trust; (vivii) commingle its assets with the assets of any of its Affiliates, or of any other Person, except to the extent contemplated by this Agreement; (viiviii) incur any Indebtednessdebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or under any other Basic Document or in conjunction with a repayment of all Advances owed to the Lenders Aggregate Unpaids, except for trade payables in the ordinary course of its business, provided that such debt is not evidenced by a note and a termination of all the Commitmentspaid when due; (viiiix) become insolvent not Solvent or generally fail to pay its debts and liabilities from its assets as the same shall become due; (ixx) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; provided, however, that the Borrower may be included in Regional Management’s consolidated financial statements for Tax and reporting purposes; (xxi) seek its dissolution or winding up, in whole or in part; (xii) enter into any contract or agreement with any of its principals or Affiliates or any other Person, except (a) the Transaction Documents and (b) other contracts or agreements that are as contemplated by this Agreement upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xiixiii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, the Seller Borrower from any principal or Affiliate thereof or from any other Person; (xiiixiv) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xivxv) make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of Indebtedness issued by any other Person (other than Permitted Investments and Contracts); (xvi) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (aA) to mislead others as to the identity of the Person with which such other party is transacting business, or (bB) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xvxvii) fail 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; (xvixviii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, Insolvency Laws or make an assignment for the benefit of creditors; (xviixix) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (aA) any of its principals or Affiliates, (bB) any Affiliate of a principal or (cC) any other Person; (xviiixx) permit any transfer (whether in any one or more transactions) of a direct or indirect ownership interest in the Borrower unless the Borrower delivers to the Administrative Agent and each Lender an acceptable non-consolidation opinion; (xxi) fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not Person, or have its assets listed on any the financial statement of any other Person; provided, however, that the Borrower’s assets Borrower may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such Regional Management’s consolidated financial statements to indicate the separateness of the Borrower from such Person for Tax and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetreporting purposes; (xixxxii) fail to pay its own liabilities and expenses only out of its own funds; (xxxxiii) fail to pay or cause to be paid the salaries of its own employees, if anyapplicable, in light of its contemplated business operations; (xxixxiv) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiiixxv) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxivxxvi) fail to use separate invoices and checks bearing its own name; (xxvxxvii) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure for the obligations benefit of any other Person, other than with respect to payment of the Indebtedness to the Secured Parties hereunder; (xxvixxviii) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is noton its board of managers; provided, and has never beenhowever, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers may be an independent director or directors); (b) a creditor, supplier or service provider (including provider manager of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “another special purpose entity” entity affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that yearRegional Management; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviiixxix) fail to provide that the unanimous consent of all managers of the Borrower (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (aA) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolventnot Solvent, (bB) institute or consent to the institution of bankruptcy or insolvency proceedings Insolvency Proceedings against it, (cC) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvencyInsolvency Law, (dD) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the Borrower, (eE) make any assignment for the benefit of the Borrower’s creditors, (fF) admit in writing its inability to pay its debts generally as they become due, due or (gG) take any action in furtherance of any of the foregoing; or, and shall not make any decisions on any such actions during any period in which there is a vacancy in the Independent Manager position (except with respect to decisions as to the selection of an Independent Manager to fill such vacancy); (xxixxxx) replace or appoint any Person as an Independent Manager of the Borrower (A) who does not satisfy the definition of an Independent Manager and (B) with less than ten days’ prior written notice to the Administrative Agent and each Lender and without an Officer’s Certificate of Regional Management that the prospective Independent Manager satisfies the definition of an Independent Manager; (xxxi) (A) amend, restate, supplement or otherwise modify its Formation Documents in any respect that would impair its ability to comply with the Basic Documents or (B) fail to file require in its own Tax returns separate from those of any other Person, except limited liability company agreement that no Independent Manager may be replaced or appointed with less than ten days’ prior written notice to the extent Administrative Agent and each Lender and a certification by Regional Management that the Borrower is treated prospective Independent Manager satisfies the definition of an Independent Manager; and (xxxii) not take or refrain from taking, as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Lawapplicable, and pay any Taxes required to be paid under Applicable Laweach of the activities specified in the non-consolidation opinion of Xxxxxx & Bird, LLP, dated the Closing Date, upon which the conclusions expressed therein are based.

Special Purpose Entity. At all times prior to the Collection Date, the Borrower has not and shall not: (i) engage in any business or activity other than the purchase, origination, receipt, management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents Documents, the entry into any and all documents and agreements in connection therewith, including, without limitation, any documents any agreements pertaining to the supervision and funding of the Borrower to exercise any and all rights with respect thereto and to establish, hold and maintain deposit accounts, and such other activities as are incidental theretoincidental, necessary or appropriate thereto or to accomplish the foregoing; (ii) acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower Borrower, the ownership of the Collateral and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the Equityholder; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii)this Agreement, fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreement, agreement or fail to observe observe, in all material respects, limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vi) commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (1) Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments, (2) ordinary course contingent obligations under the Underlying Instruments (such as customary indemnities to fronting banks, administrative agents, collateral agents, depository banks, escrow agents, etc.) and (3) Indebtedness pursuant to the Transaction Documents or any agreement for the sale or disposition of Loans; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents Documents, (b) organizational documents, (c) Underlying Instruments and (bd) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Selleran Affiliate Transferor, and sales of Collateral to the Seller an Affiliate Transferor, and distributions (including Permitted RIC Distributions) to its Affiliates, each member in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents terms hereof shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in partpart or divide or permit any division of the Borrower; (xii) fail to correct any known misunderstandings regarding the separate identities of the Borrower, on the Seller one hand, and any Affiliate or any principal thereof or any other Person, on the other hand; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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 (to the extent there exists sufficient cash flow from the Collateral to do so after the payment of all operating expenses and debt services but the foregoing shall not require any equity owner to make additional capital contributions to the Borrower in order to comply with this provision); (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors[reserved]; (xvii) except as may be required or permitted by the Code and regulations thereunder or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that its Affiliates so long as (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xix) fail to pay its own liabilities and expenses only out of its own fundsfunds (including funds contributed to its capital by the Equityholder) (to the extent there exists sufficient cash flow from the Collateral to do so after the payment of all operating expenses and debt services but the foregoing shall not require any equity owner to make additional capital contributions to the Borrower in order to comply with this provision); (xx) fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if anyany (for the avoidance of doubt, such number may be zero); (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by its Affiliates or membersmembers (unless approved by the Administrative Agent in its sole discretion); (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxivxxiii) to the extent used, fail to use separate invoices and checks bearing its own name; (xxvxxiv) except for any Permitted Lien relating to any Equity SecurityLien, pledge its assets to secure the obligations of any other Person; (xxvixxv) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, Xxxxxx Fiduciary Services, Xxxxxxx & Associates, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services Citadel SPV or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager or any Affiliate Transferor and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower Borrower, or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower Borrower, that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers independent managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers independent managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a an immediate family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier a person described in (a) or service provider(b) above; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxviixxvi) fail to ensure that all limited liability company action actions relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without causecomplied with; (xxviiixxvii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxixxxviii) fail to file its own Tax tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” entity for Tax U.S. federal income tax purposes and is or to the extent that such failure does not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Lawconstitute a breach of Section 5.1(k).

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) i. engage in any business or activity other than the purchase, receipt, receipt and management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the sale of Collateral as permitted hereunder, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) . acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderDocuments; (iii) . merge into or consolidate with any Person or dissolve, wind-up, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), . fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreementoperating agreement except as otherwise permitted pursuant to Section 5.2(h), or fail to observe limited liability company formalities; (v) v. form, acquire or own any Subsidiary, own any Capital Stock equity interest in any other entity (other than Capital Stock any Equity Security received in Obligors exchange for a defaulted Loan or portion thereof in connection with an insolvency, bankruptcy, reorganization, debt restructuring or workout of the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanObligor thereof), or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanInvestments) without the prior written consent of the Administrative Agent; (vi) . commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities of the Borrower, the Seller or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by its Affiliates or members; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxiv) fail to use separate invoices and checks bearing its own name; (xxv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure the obligations of any other Person; (xxvi) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Law.

Special Purpose Entity. At all times prior to the Collection Date, the Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower such Loan Party and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the Equityholder; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreement, agreement or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vi) commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (1) Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the CommitmentsCommitments and (2) ordinary course contingent obligations under the Underlying Instruments (such as customary indemnities to fronting banks, administrative agents, collateral agents, depository banks, escrow agents, etc.); (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents Documents, (b) organizational documents, (c) Underlying Instruments and (bd) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the SellerSeller or its Affiliates, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in partpart or divide or permit any division of such Loan Party; (xii) fail to correct any known misunderstandings regarding the separate identities of such Loan Party, on the Borrowerone hand, the Seller and any Affiliate or any principal thereof or any other Person, on the other hand; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; (xvi) file or consent to the filing of any petitionpetition as to such Loan Party, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations thereunder or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 the Borrowersuch Loan Party’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that its Affiliates so long as (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower such Loan Party from such Person and to indicate that the Borrowersuch Loan Party’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrowersuch Loan Party’s own separate balance sheet; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by its Affiliates or membersmembers (unless approved by the Administrative Agent in its sole discretion); (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate, if applicable; (xxivxxiii) to the extent used, fail to use separate invoices and checks bearing its own name; (xxvxxiv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure the obligations of any other Person; (xxvixxv) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, Xxxxxx Fiduciary Services, Xxxxxxx & Associates, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services Citadel SPV or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrowersuch Loan Party, the Seller or the Collateral Manager Servicer and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower such Loan Party, or any of its equityholders, the Collateral Manager Servicer or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower such Loan Party, that is not in the direct chain of ownership of the Borrower such Loan Party and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers independent managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrowersuch Loan Party, the Collateral Manager Servicer or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers independent managers and other corporate services to the Borrowersuch Loan Party, the Collateral Manager Servicer or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower such Loan Party shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that yearLoan Party; (xxviixxvi) fail to ensure that all limited liability company action actions relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without causecomplied with; (xxviiixxvii) fail to provide that the unanimous consent of all managers (including the consent of the Borrowersuch Loan Party’s Independent Manager) is required for the Borrower such Loan Party to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the Borrowersuch Loan Party, (e) make any assignment for the benefit of the Borrowersuch Loan Party’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxixxxviii) fail to file its own Tax tax returns separate from those of any other Person, except to the extent that the Borrower such Loan Party is treated as a “disregarded entity” entity for Tax U.S. federal income tax purposes and is or to the extent that such failure does not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Lawconstitute a breach of Section 5.1(k).

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, receipt and management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or Collateral, (b) Permitted Investments and (c) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents Documents, including, without limitation, capital contributions which it may receive from the Equityholder; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, structure or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modifyamend or modify (other than in accordance with the terms hereof and thereof), terminate or fail to comply with the provisions of of, its limited liability company operating agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanInvestments) without the prior written consent of the Administrative Agent; (vi) except as permitted by this Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person, other than as expressly provided in the Transaction Documents; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and Documents, (b) the documents specifically contemplated by the Borrower LLC Agreement, (c) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted Person and (iid) as otherwise permitted under the Equityholder may contribute cash or other property as a capital contribution to the BorrowerTransaction Documents; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, Borrower and the Seller Equityholder or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to maintain separate financial statements, showing its assets company records and liabilities separate and apart from those books of any other Person and not have its assets listed on any financial statement of any other Personaccount; provided, however, that the Borrower’s assets and liabilities may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate Equityholder so long as the separateness of the Borrower from such Person the Equityholder and to indicate that the unavailability of the Borrower’s assets and credit are not available to satisfy the debts and other obligations of the Equityholder are disclosed by the Equityholder within all public filings that contain such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetconsolidated financial statements; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and space, if any, provided by an Affiliate or services performed by any employee of an Affiliate; (xxivxxiii) fail to use separate invoices and checks bearing its own name; (xxvxxiv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure the obligations of any other Person; (xxvixxv) (A) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as is not currently (a) a manager, officer, employee or Affiliate of the Borrower or the Equityholder or any major creditor, or a manager, officer or employee of any such Affiliate (other than an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate similar position of the Borrower, the Seller Equityholder or an Affiliate), or (ii) the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course beneficial owner of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee limited liability company interests of the Borrower or any voting, investment or other ownership interests of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an any Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; major creditor or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxviiB) fail to ensure that all limited liability company action relating to the appointmentselection, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by unanimous vote of the Administrative Agent, the Equityholder shall not cause board of managers (including the Independent Manager Manager) except as otherwise permitted pursuant to be removed without causethe Borrower LLC Agreement; (xxviiixxvi) fail to provide that the unanimous consent of all members or managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to take any Material Action; and (axxvii) institute proceedings to be adjudicated bankrupt take or insolventrefrain from taking, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against itas applicable, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit each of the Borrower’s creditorsactivities specified in the non-consolidation opinion of Xxxxxxx Xxxx & Xxxxx LLP, (f) admit in writing its inability to pay its debts generally dated as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to date hereof upon which the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Lawconclusions expressed therein are based.

Special Purpose Entity. At all times prior Sellers shall cause REO Subsidiary to the Collection Date, the Borrower has not and be a Special Purpose Entity that shall not: (i) own no assets other than the assets specifically contemplated by the Program Agreements, and will not engage in any business or activity business, other than the purchase, receipt, management assets and sale of Collateral, transactions specifically contemplated by the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; Program Agreements; (ii) acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the Equityholder; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vi) commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) not incur any IndebtednessIndebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than Indebtedness pursuant to the Secured Parties hereunder Program Agreements; (iii) not make any loans or in conjunction with a repayment advances to any Affiliate or third party, and shall not acquire obligations or securities of all Advances owed to the Lenders and a termination of all the Commitments; any Sellers’ Affiliates; (viiiiv) become insolvent or fail to pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its assets as own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent on behalf of Buyers which shall become due; not be unreasonably withheld; (ixvii) fail to maintain all of its recordsbooks, books of account records and bank accounts financial statements separate and apart from those of any other Person; its Affiliates (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would such financial statements may be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash extent consolidation is required under GAAP or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities matter of the Borrower, the Seller or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (aA) appropriate notation shall be made on such consolidated financial statements if prepared to indicate the separateness of the Borrower Sellers from such Person Affiliate and to indicate that the Borrower’s Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Person Affiliate or any other Person and Person, (bB) such assets shall also be listed on the Borrowerapplicable Seller’s own separate balance sheet; sheet if prepared and (xixC) fail to pay the Sellers shall file its own liabilities tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (viii) be, and expenses only at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its own funds; Affiliates as a division or part of the other; (xxix) fail not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to pay the salaries those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital in light of its own employeescontemplated business purpose, if any; transactions and liabilities; (xxixi) not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) not institute against, or join any other Person in instituting against REO Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate REO Subsidiary in connection with any exchange offer, work-out, restructuring or the exercise Act of any rights or remedies Insolvency with respect to any Loan with respect Seller; (xiv) will not hold itself out to which an Obligor is be responsible for the debts or would thereby become an Affiliateobligations of any other Person; (xv) not form, acquire the obligations or securities issued by its Affiliates hold any Subsidiary or members; own any equity interest in any other entity; (xxiixvi) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are for shared with an Affiliate, including paying for office space and services performed by any an employee of an Affiliate; ; and (xxivxvii) fail to use separate invoices and checks bearing its own name; (xxv) except for any Permitted Lien relating to any Equity Security, not pledge its assets to secure the obligations of any other Person; (xxvi) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Law.

Special Purpose Entity. At all times prior Unless otherwise consented to by Administrative Agent in writing, and except as expressly permitted by the Collection DateFacility Documents, Borrower and Pledgor shall comply with the Borrower has not and Facility Documents, shall not: be Special Purpose Entities that shall (i) own no assets, and will not engage in any lines of business or activity activities, other than the purchase, receipt, management assets and sale of Collateral, transactions specifically contemplated by the transfer and pledge of Collateral pursuant to the terms of the Transaction Facility Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; ; (ii) acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the Equityholder; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vi) commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) not incur any IndebtednessIndebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than Indebtedness permitted under the Facility Documents; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Borrower’s Affiliates; (iv) to the Secured Parties hereunder or in conjunction with a repayment extent of all Advances owed to available cash flow from the Lenders and a termination of all the Commitments; (viii) become insolvent or fail to Financed SF Properties pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its assets own assets; (v) comply with the provisions of its organizational documents (except, with respect to the certificate of formation, as required by law); (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents, or suffer the same shall become due; to be amended, modified or otherwise changed, to be inconsistent with this Section 12(r) without Administrative Agent’s prior written consent (ixother than its certificate of formation, to the extent such amendment or modification is required by any Requirement of Law); (vii) fail to maintain all of its recordsbooks, books of account records and bank accounts financial statements separate and apart from those of any other Person; its Affiliates (x) enter into any contract or agreement except that such financial statements may be consolidated with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral Affiliate to the Seller and its Affiliatesextent consolidation is required under GAAP or as a matter of any Requirement of Law; provided, each in accordance with other provisions of this Agreement that to the extent required by GAAP (including, without limitation, Section 6.2(m), Section 6.2(n1) and Section 6.2(o)) and the other Transaction Documents appropriate notation shall be permitted made on such financial statements if prepared to indicate the separateness of Borrower Party from such Affiliate and (ii) to indicate that Borrower Party’s assets and credit are not available to satisfy the Equityholder may contribute cash or debts and other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities obligations of the Borrower, the Seller such Affiliate or any other Person; Person and (xiii2) guaranteesuch assets shall also be listed on Borrower Party’s own separate balance sheet, become obligated forif prepared and (3) Borrower Party shall file its own tax returns if filed, except to the extent consolidation is required or hold itself out to be responsible for the debt permitted under any Requirement of another Person; Law); (xivviii) fail either to be, and at all times will hold itself out to the public as as, a legal entity separate and distinct from any other Person or to entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct its business, including all oral and written communications solely business in its own name in order name, shall not (a) to mislead others as to the identity of the Person with which such other party is transacting business, identify itself or (b) to suggest that it is responsible for the debts of any third party (including any of its principals Affiliates as a division or part of the other; (ix) not enter into any transactions with any Affiliates); , other than for the Asset Management Agreements and other transactions permitted or required by the Facility Documents, except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (xvx) fail intend 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; (xvi) file or consent to the filing of any petitionpurposes, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code transactions and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 Personliabilities; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of an Affiliate foregoing shall not require the direct or indirect partners or members of the Pledgor and any Borrower to make additional capital contributions or loans to any such Person; (xi) to the Collateral Manager fullest extent permitted by law, not engage in or suffer any Change in Control, other than the Supernova SPAC Transaction consummated by the Guarantor, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not, other than as contemplated in the Facility Documents, commingle its funds or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness other assets with those of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (bxiii) such assets shall also be listed on not institute against, or join any other Person in instituting against any Borrower Party, any proceedings of the Borrower’s own separate balance sheet; (xix) fail type referred to pay its own liabilities and expenses only out in the definition of its own funds; (xx) fail “Insolvency Event” hereunder or seek to pay the salaries of its own employees, if any; (xxi) except substantively consolidate Borrower Party in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies Insolvency Event with respect to any Loan with respect Borrower-Related Party or any other Person; (xiv) will not hold itself out to which an Obligor is be responsible for the debts or would thereby become an Affiliateobligations of any other Person; (xv) not form, acquire the obligations or securities issued by its Affiliates or members; hold any equity interest in any other entity; (xxiixvi) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are for shared with an Affiliate, including paying for office space and services performed by any an employee of an Affiliate; ; (xxivxvii) fail to use separate invoices and checks bearing its own name; (xxv) except for any Permitted Lien relating to any Equity Security, not pledge its assets to secure the obligations of any other Person; Person other than pledges specifically contemplated by the Facility Documents; (xxvixviii) fail not, without the prior unanimous written consent of all of its members and each Independent Manager, take any Insolvency Action; (xix)(a) have at any time to have all times at least one Independent Manager and (1b) independent manager or director (provide Administrative Agent with up-to-date contact information for each such Independent Manager and a copy of the agreement pursuant to which such Independent Manager consents to and serves as an “Independent Manager”” for each Borrower Party; and (xx) who has prior experience as an independent director, independent manager or independent member with the organizational documents for each Borrower shall provide (a) that Administrative Agent be given at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate two (2) Business Days prior written notice of the Borrowerremoval and/or replacement of any Independent Manager, together with the Seller or name and contact information of the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an replacement Independent Manager and is not, and has never been, and will not while serving as evidence of the replacement’s satisfaction of the definition of Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or that any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified not have any fiduciary duty to serve as an Independent Manager anyone including the holders of the Borrowerequity interest in a Borrower and any Affiliates of a Borrower Party except any Borrower Party and the creditors of a Borrower Party with respect to taking of, provided or otherwise voting on, the Insolvency Action; provided, that the fees foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Borrower Representative shall not perform its duties under this Agreement in a manner that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute would result in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail Borrowers’ failure to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Lawcomply with this Section 12(r).

Special Purpose Entity. At The Borrower acknowledges that the Administrative Agent and the Lenders are entering into the transactions contemplated by this Agreement in reliance upon the Borrower's identity as a legal entity that is separate from the Originator. Therefore, from and after the date of execution and delivery of this Agreement, the Borrower shall take all times prior reasonable steps to maintain the Borrower's separate legal identity and to make it manifest to third parties that the Borrower is an entity with assets and liabilities distinct from those of the Originator and not just a division of the Originator. Without limiting the generality of the foregoing and in addition to the Collection Dateother covenants set forth herein, the Borrower will not hold itself out to third parties as liable for the debts of the Originator. In addition, the Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, management purchase and sale receipt of CollateralCollateral and related assets, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (a) the Collateral or and related assets, (b) Permitted Investments and (c) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderDocuments; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, ) or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, without in connection with any each case first obtaining the consent of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection DateAdministrative Agent and each Lender; (iv) control the decision or actions respecting the daily business or affairs of any other Person except as otherwise permitted under clause this Agreement; (iii), v) fail to preserve its existence as an entity duly organizedformed, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative AgentAgent and each Lender, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreementorganizational documents, or fail to observe limited liability company partnership formalities; (vvi) formoperate, acquire or own any Subsidiarypurport to operate, own any Capital Stock in any other collectively as a single or consolidated business entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offerother Person (except as may be required for U.S. federal income tax purposes and except for accounting purposes, work-out or restructuring of a Loanit may be consolidated with other Persons (including the Originator) as permitted by GAAP), ; (vii) own any Subsidiary or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanInvestments) without the prior written consent of the Administrative AgentAgent and each Lender; (viviii) except as permitted by this Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (viiix) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the CommitmentsLenders; (viiix) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ixxi) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (xxii) enter into any contract or agreement with any Person, except (a) the Transaction Documents and the Master Participation Agreement and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xixiii) seek its dissolution or winding up in whole or in part; (xiixiv) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, the Seller Borrower and any Affiliate or any principal thereof or any other Person; (xiiixv) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xivxvi) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name (other than for U.S. income tax purposes) in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xvxvii) fail 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; (xvixviii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xviixix) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviiixx) fail to 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, except to the extent that the Borrower’s assets may be included 's financial and operating results are consolidated with those of the Originator in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetstatements; (xixxxi) fail to pay its own liabilities and expenses only out of its own funds; (xxxxii) fail to pay the salaries of its own employees, if any, in light of its contemplated business operations; (xxixxiii) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders, other than with respect to any Eligible Loan whose Obligor is an Affiliate of the Collateral Manager or the Originator so long as such Eligible Loan shall have been acquired from a Person who is not Affiliated with the Collateral Manager or the Originator; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiiixxiv) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxivxxv) fail to use separate invoices and checks bearing its own name; (xxvxxvi) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure for the obligations benefit of any other Person; (xxvi) fail at any time , other than with respect to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate payment of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) indebtedness to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business)Secured Parties hereunder; (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year;and (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s maintain at least one Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Law.

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, management purchase and sale receipt of CollateralLoans and related assets from the Originator under the Contribution Agreement, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into Loans and the performance related assets under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (aA) the Collateral or Loans and related assets from the Originator under the Contribution Agreement and (bB) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderBorrower; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Dateeach Lender; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Deal Agent, amend, modify, terminate or terminate, fail to comply with the provisions of its limited liability company agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), subsidiary or make any Investment investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agenteach Lender; (vi) commingle its assets or funds with the assets or funds of any of its Affiliates, or of any other Person, except for (A) Dealer Collections, (B) erroneous deposits or (C) prior to the identification and separation of such funds or assets by the Servicer in accordance with the Servicer’s normal and customary business practices; (vii) incur any Indebtednessdebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness (A) indebtedness to the Secured Parties Lenders hereunder or in conjunction with a repayment of all Advances Aggregate Unpaids owed to the Lenders Lenders, (B) indebtedness to the Originator under the Contribution Agreement in respect of the purchase of Loans (which indebtedness, if any, shall be subordinate to the indebtedness arising hereunder), and (C) trade payables in the ordinary course of its business; provided that such debt is not evidenced by a termination of all the Commitmentsnote and paid when due; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of its principal and Affiliates, and any other Person; (x) enter into any contract or agreement with any of its principals or Affiliates or any other Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its any principal or Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, the Seller Borrower or an Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) make any loan or advances to any third party, including any Affiliate, or hold evidence of indebtedness issued by any other Person (other than cash and investment-grade securities); (xv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (aA) to mislead others as to the identity of the Person with which such other party is transacting business, or (bB) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xvxvi) fail 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; (xvixvii) file or consent to the filing of or any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xviixviii) except as may be required share any common logo with or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (aA) any of its principals or Affiliates, (b) any Affiliate of a principal Affiliates or (cB) any other Person; (xviiixix) permit any transfer (whether in any one or more transactions) of any direct or indirect ownership interest in the Borrower; (xx) fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not Person, or have its assets listed on any the financial statement of any other Person; providedPerson (for the avoidance of doubt, however, that the Borrower’s assets may be included except its parent in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetaccordance with GAAP); (xixxxi) fail to pay its own liabilities and expenses only out of its own funds; (xxxxii) fail to pay the salaries of its own employees, if anyemployees in light of its contemplated business operations; (xxixxiii) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or members; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiiixxiv) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxivxxv) to the extent it has invoices or checks, fail to use separate invoices and or checks bearing its own name; (xxvxxvi) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure for the obligations benefit of any other Person, other than with respect to payment of the indebtedness to the Lenders hereunder; (xxvixxvii) fail at any time to have at least one two (12) independent manager or director directors (the each, an “Independent ManagerDirector”) who on its board of directors that (A) is not and has not been for at least five (5) years a director, officer, employee, trade creditor or shareholder (or spouse, parent, sibling or child of the foregoing) of (I) the Servicer, (II) the Borrower, or (III) any Affiliate of the Servicer or the Borrower; provided, however, such Independent Director may be an independent director or manager of another special purpose entity affiliated with the Servicer, and (B) has, (I) prior experience as an independent director, independent manager Independent Director for a corporation or independent member with limited liability company whose charter documents required the unanimous consent of all Independent Directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (II) at least three years of employment experience and who is provided by CT Corporationwith one or more entities that provide, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its businesstheir respective businesses, and which individual is duly appointed as an Independent Manager and is notadvisory, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer management or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate placement services to the Borrowerborrowers or issuers of securitization or structured finance instruments, the Collateral Manager agreements or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without causesecurities; (xxviii) fail to provide that the unanimous consent of all managers directors (including the consent of the Borrower’s Independent ManagerDirectors) is required for the Borrower to (aA) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, (bB) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (cC) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (dD) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the Borrower, (eE) make any assignment for the benefit of the Borrower’s creditors, (fF) admit in writing its inability to pay its debts generally as they become due, or (gG) take any action in furtherance of any of the foregoing; orand (xxix) fail to file its own Tax returns separate take or refrain from those taking, as applicable, each of any other Personthe activities specified in the non-consolidation opinion of Xxxxxxx, except to Arps, Slate, Xxxxxxx & Xxxx LLP, delivered on the extent that Closing Date, upon which the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Lawconclusions expressed therein are based.

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, management purchase and sale receipt of CollateralCollateral and related assets, the transfer and pledge Grant of Collateral pursuant to the terms of under the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderCollateral; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of Sections 1.05, 1.07, 1.08, 4.02(b) and 10.01 of its limited liability company agreementoperating agreement and any of the defined terms in Section 1.01 of its operating agreement that are contained in any of the above-mentioned sections thereof, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) an REO Affiliate without the prior written consent of the Administrative Agent; (vi) except as permitted by this Agreement and the Intercreditor Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtednessdebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders Lender, except for trade payables in the ordinary course of its business; provided, that such debt is not evidenced by a note and a termination of all the Commitmentsis paid when due; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any PersonAffiliate, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with unrelated third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrowerparties; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of Borrower and the Borrower, the Seller Originator or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of indebtedness issued by any other Person (other than the Loans, Cash and Permitted Investments); (xv) fail to file its own separate tax return, or file a consolidated federal income tax return with any other Person, except as may be required by the Internal Revenue Code and regulations (without limiting the foregoing, it is acknowledged and agreed that a single member limited liability company is a disregarded entity for purposes of the Internal Revenue Code); (xvi) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xvxvii) fail 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; (xvixviii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xviixix) except as may be required or permitted by the Code and regulations regulations, share any common logo with or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviiixx) permit any transfer (whether in any one or more transactions) of any direct ownership interest in the Borrower to the extent it has the ability to control the same, other than a pledge of the membership interests in the Borrower to secure the Fortress Notes, unless the Borrower delivers to the Administrative Agent an acceptable non-consolidation opinion and the Administrative Agent consents to such transfer; (xxi) fail to 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(without limiting the foregoing, howeverit is acknowledged that for accounting purposes, that the Borrower’s assets Company may be consolidated with another Person as required by GAAP and included in a such Person’s consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetstatements); (xixxxii) fail to pay its own liabilities and expenses only out of its own funds; (xxxxiii) fail to pay the salaries of its own employees, if any, in light of its contemplated business operations; (xxixxiv) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders; (xxiixxv) guarantee any obligation of any Person, including an AffiliateAffiliate (other than any REO Subsidiary); (xxiiixxvi) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxivxxvii) fail to use separate invoices and checks bearing its own name; (xxvxxviii) except for any Permitted Lien relating to any Equity Security, pledge or permit the pledge of its assets to secure for the obligations benefit of any other Person, other than with respect to the payment of the indebtedness to the Secured Parties hereunder; (xxvixxix) fail at any time to have at least one (1) independent manager or director (the an “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) currently a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, trade creditor, supplier shareholder, manager or service provider; member (or (dspouse, parent, sibling or child of the foregoing) a Person that controls (whether directly, indirectly or otherwise) any of (a)) the Originator, (b) or the Borrower, (c) above. A natural person who otherwise satisfies any principal of the foregoing definition and satisfies subparagraph Originator, (ad) by reason any Affiliate of being the Originator, or (e) any Affiliate of any principal of the Originator; provided, however, such Independent Manager may be an independent manager or an independent manager of a “another special purpose entity” entity affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year;Originator; and (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviiixxx) fail to provide that the unanimous consent of all its managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Law.

Special Purpose Entity. At all times prior to The Borrower will not (nor has it taken any such action in the Collection Date, the Borrower has not and shall not:past): (i) engage in any business or activity other than the purchase, receipt, management purchase and sale receipt of CollateralReceivables and related assets under the Second Tier Purchase Agreement, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into Receivables and the performance related assets under the Transaction Basic Documents and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (aA) the Collateral or (bReceivables and related assets under the Second Tier Purchase Agreement,(B) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive (C) cash generated from the Equityholderforegoing; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written Administrative Agent’s consent (acting at the direction of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection DateRequired Lenders); (iv) except elect for the Borrower to be treated, or otherwise knowingly take any action that reasonably could cause Borrower to become taxable, as otherwise permitted under clause a corporation for U.S. federal income tax purposes; (iii), v) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative AgentAgent (acting at the direction of the Required Lenders), amend, modify, terminate or terminate, fail to comply with the provisions of its limited liability company agreement, Formation Documents or fail to observe limited liability company corporate formalities; (vvi) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment in any Person (Person, or own any equity interest in any other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offerentity, work-out or restructuring of a Loan) without the prior written consent of the Administrative AgentAgent (acting at the direction of the Required Lenders), except for the 2021-1B SUBI Certificate with respect to the Trust; (vivii) commingle its assets with the assets of any of its Affiliates, or of any other Person, except to the extent contemplated by this Agreement; (viiviii) incur any Indebtednessdebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or under any other Basic Document or in conjunction with a repayment of all Advances owed to the Lenders Aggregate Unpaids, except for trade payables in the ordinary course of its business, provided that such debt is not evidenced by a note and a termination of all the Commitmentspaid when due; (viiiix) become insolvent not Solvent or generally fail to pay its debts and liabilities from its assets as the same shall become due; (ixx) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; provided, however, that the Borrower may be included in Regional Management’s consolidated financial statements for Tax and reporting purposes; (xxi) seek its dissolution or winding up, in whole or in part; (xii) enter into any contract or agreement with any of its principals or Affiliates or any other Person, except (a) the Transaction Documents and (b) other contracts or agreements that are as contemplated by this Agreement upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xiixiii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, the Seller Borrower from any principal or Affiliate thereof or from any other Person; (xiiixiv) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xivxv) make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of Indebtedness issued by any other Person (other than Permitted Investments and Contracts); (xvi) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (aA) to mislead others as to the identity of the Person with which such other party is transacting business, or (bB) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xvxvii) fail 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; (xvixviii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, Insolvency Laws or make an assignment for the benefit of creditors; (xviixix) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (aA) any of its principals or Affiliates, (bB) any Affiliate of a principal or (cC) any other Person; (xviiixx) permit any transfer (whether in any one or more transactions) of a direct or indirect ownership interest in the Borrower unless the Borrower delivers to the Administrative Agent and each Lender an acceptable non-consolidation opinion; (xxi) fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not Person, or have its assets listed on any the financial statement of any other Person; provided, however, that the Borrower’s assets Borrower may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such Regional Management’s consolidated financial statements to indicate the separateness of the Borrower from such Person for Tax and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetreporting purposes; (xixxxii) fail to pay its own liabilities and expenses only out of its own funds; (xxxxiii) fail to pay or cause to be paid the salaries of its own employees, if anyapplicable, in light of its contemplated business operations; (xxixxiv) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiiixxv) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxivxxvi) fail to use separate invoices and checks bearing its own name; (xxvxxvii) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure for the obligations benefit of any other Person, other than with respect to payment of the Indebtedness to the Secured Parties hereunder; (xxvixxviii) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is noton its board of managers; provided, and has never beenhowever, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers may be an independent director or directors); (b) a creditor, supplier or service provider (including provider manager of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “another special purpose entity” entity affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that yearRegional Management; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviiixxix) fail to provide that the unanimous consent of all managers of the Borrower (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (aA) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolventnot Solvent, (bB) institute or consent to the institution of bankruptcy or insolvency proceedings Insolvency Proceedings against it, (cC) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvencyInsolvency Law, (dD) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the Borrower, (eE) make any assignment for the benefit of the Borrower’s creditors, (fF) admit in writing its inability to pay its debts generally as they become due, due or (gG) take any action in furtherance of any of the foregoing; or; (xxixxxx) replace or appoint any Person as an Independent Manager of the Borrower (A) who does not satisfy the definition of an Independent Manager and (B) with less than ten days’ prior written notice to the Administrative Agent and each Lender and without an Officer’s Certificate of Regional Management that the prospective Independent Manager satisfies the definition of an Independent Manager; (xxxi) (A) amend, restate, supplement or otherwise modify its Formation Documents in any respect that would impair its ability to comply with the Basic Documents or (B) fail to file require in its own Tax returns separate from those of any other Person, except limited liability company agreement that no Independent Manager may be replaced or appointed with less than ten days’ prior written notice to the extent Administrative Agent and each Lender and a certification by Regional Management that the Borrower is treated prospective Independent Manager satisfies the definition of an Independent Manager; and (xxxii) not take or refrain from taking, as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Lawapplicable, and pay any Taxes required to be paid under Applicable Laweach of the activities specified in the non-consolidation opinion of Xxxxxx & Bird, LLP, dated the Closing Date, upon which the conclusions expressed therein are based.

Special Purpose Entity. At all times prior Unless otherwise consented to the Collection Dateby Buyer in writing, the Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the Equityholder; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreementthe Facility Documents, change its legal structurePMC shall cause the REO Subsidiary to be a Special Purpose Entity that shall (i) own no assets other than the assets specifically contemplated by the Facility Documents, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock will not engage in any other entity (business, other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vi) commingle its assets with the assets of any of its Affiliates, or of any other Person; and transactions specifically contemplated by the Facility Documents; (viiii) not incur any IndebtednessIndebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than Indebtedness pursuant to the Secured Parties hereunder Facility Documents; (iii) not make any loans or in conjunction with a repayment advances to any Affiliate or third party, and shall not acquire obligations or securities of all Advances owed to any Seller’s Affiliates other than PMC’s ownership of the Lenders and a termination of all the Commitments; REO Subsidiary Interests; (viiiiv) become insolvent or fail to pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its assets as own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents, or suffer same shall become due; to be amended, modified or otherwise changed, without the Buyer’s prior written consent; (ixvii) fail to maintain all of its recordsbooks, books of account records and bank accounts financial statements separate and apart from those of any other Person; its Affiliates; (xviii) enter into any contract or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Sellerbe, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities of the Borrower, the Seller or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to at all times will hold itself out to the public as as, a legal entity separate and distinct from any other Person or to entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct its business, including all oral and written communications solely business in its own name in order name, shall not (a) to mislead others as to the identity of the Person with which such other party is transacting business, identify itself or (b) to suggest that it is responsible for the debts of any third party (including any of its principals Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number; (ix) not enter into any transactions other than transactions specifically contemplated by the Facility Documents with any Affiliates); ; (xvx) fail 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; purpose, transactions and liabilities; (xvixi) file not engage in or consent suffer any change in ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to the filing any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any petition, either voluntary Affiliate or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and shall maintain its properties and assets in such manner that it would not have be costly or difficult to identify, segregate or ascertain its properties and assets listed on from those of others; (xiii) not institute against, or join any financial statement other Person in instituting against the REO Subsidiary any proceedings of the type referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate the REO Subsidiary in connection with any Insolvency Event with respect to any Seller; (xiv) not hold itself out to be responsible for the debts or obligations of any other Person; provided(xv) not form, however, that the Borrower’s assets may be included acquire or hold any Subsidiary or own any equity interest in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person entity other than PMC forming the REO Subsidiary and owning the REO Subsidiary Interests; (bxvi) such assets shall also be listed on the Borrower’s own separate balance sheet; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by its Affiliates or members; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxiv) fail to use separate stationery, invoices and checks bearing its own name; ; (xxvxvii) except allocate fairly and reasonably any overhead for any Permitted Lien relating to any Equity Security, shared office space and services performed by an employee of an Affiliate; and (xviii) not pledge its assets to secure the obligations of any other Person; (xxvi) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Law.

Special Purpose Entity. At Each of the Issuer and the Transferor, at all times prior to the Collection Date, the Borrower has not and shall nottimes: (i) shall do all things necessary to observe corporate formalities, and preserve its existence as a single-purpose, bankruptcy-remote entity; (ii) shall allocate fairly and reasonably and pay from its own funds the cost of (i) any overhead expenses (including paying for any office space) shared with any of its Affiliates and (ii) any services (such as asset management, legal and accounting) that are provided jointly to it and one or more of its Affiliates; (iii) shall maintain and utilize separate invoices and checks bearing its own name; (iv) shall be, and at all times hold itself out to the public as, a legal entity separate and distinct (other than for tax purposes) from any other Person; (v) shall comply with any other customary rating agency requirements for a single purpose entity as the Agent may require from time to time by notice to the Issuer and the Transferor; (vi) shall conduct its business and activities in all respects in compliance with the assumptions contained in the legal opinion delivered pursuant to Section 3.1(a)(viii)(I) of this Agreement; (vii) shall not engage in any business or activity other than the purchaseownership, receipt, management operation and sale maintenance of Collateralthe Receivables, the transfer and pledge of Collateral pursuant to the terms issuance of the Transaction Documents, the entry into Notes and the performance under the Transaction Documents and such other activities as are incidental thereto; (iiviii) shall not acquire or own any material assets other than (a) the Collateral or (b) Receivables, and such incidental personal property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderReceivables; (iiiix) shall not merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date’s consent; (ivx) except as otherwise permitted under clause (iii), shall not fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualifications to do business, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company partnership agreement, certificate of limited partnership, bylaws, articles of incorporation, operating agreement, articles of organization, certificate of trust, trust agreement or fail to observe limited liability company formalitiesother similar organizational documents, as the case may be; (vxi) form, acquire or shall not own any Subsidiary, own Subsidiary (except for the Issuer) or make any Capital Stock equity investment in any other entity Person without the consent of the Agent; (other than Capital Stock in Obligors xii) except in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent servicing of the Administrative Agent; (vi) Receivables, shall not commingle its assets with the assets of any of its members, general partners, shareholders, Affiliates, principals or of any other Person; (viixiii) shall not incur any IndebtednessIndebtedness for borrowed money, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the CommitmentsObligations; (viiixiv) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) not fail to maintain its records, books of account accounts and bank accounts separate and apart from those of its members, partners, shareholders, principals and Affiliates or any other Person; (xxv) shall not, other than its formation documents or any Transaction Documents or as otherwise provided in the Transaction Documents, enter into any contract or agreement with any Personof its members, general partners, shareholders, principals or Affiliates, or any member, general partner, shareholder, principal or Affiliate of any of the foregoing, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided thatany of its members, for the avoidance of doubt with regard to this clause (x)general partners, (i) acquisitions of Collateral from the Sellershareholders, and sales of Collateral to the Seller and its principals or Affiliates, each in accordance with other provisions or any member, general partner, shareholder or Affiliate of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and any of the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrowerforegoing; (xixvi) shall not seek its dissolution or winding up in whole whole, or in part; (xiixvii) shall not fail to correct any known misunderstandings regarding the its separate identities of the Borrower, the Seller or any other Personidentity; (xiiixviii) guaranteeother than as provided in the Transaction Documents, become obligated for, or shall not hold itself out to be responsible for the debt Indebtedness or liabilities of another Person; (xivxix) fail either to hold itself out shall not, other than owning the Receivables purchased from the Seller pursuant to the public as a legal entity separate Receivables Purchase Agreement, solely in the case of the Transferor, and distinct owning the Receivables purchased from the Transferor pursuant to the Transfer and Servicing Agreement, solely in the case of the Issuer, make any other Person loans or advances to conduct its businessany third party, including all oral and written communications solely in its own name in order not (a) to mislead others as to the identity any member, general partner, shareholder, principal or Affiliate of the Person with which such other party is transacting businessIssuer, the Seller, the Servicer, the Transferor or (b) to suggest that it is responsible for the debts any member, general partner, shareholder, principal or Affiliate of any third party (including any of its principals or Affiliates)the foregoing; (xvxx) shall not fail 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;operations (provided that this clause shall not require any owner of the Transferor or the Issuer to make any contribution of capital to the Transferor or the Issuer); and (xvixxi) file or consent to the filing shall not, except for invoicing for collections and servicing of Receivables, share any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; common logo with (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (ai) any of its principals general partners, shareholders, principals, members or Affiliates, (bii) any Affiliate of a principal any of its general partners, shareholders, principals or members, or (ciii) any other Person; (xviii) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by its Affiliates or members; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxiv) fail to use separate invoices and checks bearing its own name; (xxv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure the obligations of any other Person; (xxvi) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Law.

Special Purpose Entity. At all times prior to the Collection Date, the Borrower Such Loan Party has not and shall not: (i) engage in any business or activity other than the purchase, receipt, receipt and management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or Collateral, (b) Permitted Investments and (c) incidental property as may be necessary for the operation of the Borrower such Loan Party and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderDocuments; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof, including the last paragraph of this Section), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, structure or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formationformation (other than, in the case of the Guarantor Subsidiaries, as set forth in the last paragraph of this Section), or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company operating agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity Subsidiary (other than Capital Stock than, in Obligors in connection with the exercise case of any remedies with respect to a Loan or any exchange offerthe Borrower, work-out or restructuring of a Loan), the Guarantor Subsidiaries) or make any Investment in any Person (other than Permitted Investments or Investments, the Closing Date Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanContributions and Permitted Capital Contributions) without the prior written consent of the Administrative Agent; (vi) except as permitted by this Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or hereunder, in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the CommitmentsCommitments and, in the case of the Guarantor Subsidiaries, the Existing Facilities; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other PersonPerson (in the case of the Guarantor Subsidiaries, other than for tax purposes); (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and, in the case of the Guarantor Subsidiaries, the Existing Facilities and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in partpart or divide (other than, in accordance with the last paragraph of this Section); (xii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, the Seller or such Loan Party and any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another PersonPerson other than pursuant to this Agreement; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person (in the case of the Guarantor Subsidiaries, other than for tax purposes) or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders (other than, in the case of the Borrower, the Guarantor Subsidiaries); (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and space, if any, provided by an Affiliate or services performed by any employee of an Affiliate; (xxivxxiii) fail to use separate invoices and checks bearing its own name; (xxvxxiv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure the obligations of any other PersonPerson other than pursuant to this Agreement; (xxvixxv) (A) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: currently (a) a member, partner, equityholder, manager, directorofficer, employee or Affiliate of such Loan Party or any major creditor, or a manager, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates such Affiliate (other than as an Independent Manager independent manager or similar position of such Loan Party or an Affiliate), or (ii) the beneficial owner of any limited liability company interests of such Loan Party or any voting, investment or other ownership interests of any Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers Loan Party or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; major creditor or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxviiB) fail to ensure that all limited liability company action relating to the appointmentselection, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by unanimous vote of the Administrative Agent, the Equityholder shall not cause board of managers (including the Independent Manager Manager) except as otherwise permitted pursuant to be removed without causethe applicable Loan Party LLC Agreement; (xxviiixxvi) fail to provide that the unanimous consent of all managers members (including the consent of the Borrower’s Independent Manager) is required for such Loan Party to take any Material Action; and (xxvii) take or refrain from taking, as applicable, each of the Borrower to activities specified in the non-consolidation opinion of Xxxxxxx Xxxx & Xxxxx LLP, dated as of the date hereof upon which the conclusions expressed therein are based. USActive 56057294.10 Notwithstanding the foregoing, after any Guarantor Subsidiary has sold or otherwise disposed of all Loans held by it (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent transferred such Loans to the institution Borrower) and distributed all of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent its cash to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make less any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes amounts required to be paid under Applicable Lawreserved or applied by such Guarantor Subsidiary for expenses or other liabilities of such Guarantor Subsidiary, such Guarantor Subsidiary shall be permitted to terminate its existence and dissolve; provided that, such Guarantor Subsidiary shall provide notice to the Administrative Agent 30 days (or such lesser period as may be agreed to by the Administrative Agent) in advance of any such dissolution.

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, management purchase and sale receipt of CollateralCollateral and related assets, the transfer and pledge Grant of Collateral pursuant to the terms of under the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (aA) the Collateral or and related assets, (bB) the ownership interests in any REO Affiliate and (C) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderBorrower; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written consent of the Administrative Agent and each Lender Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent and each Lender Agent, amend, modify, terminate or fail to comply with the provisions of Sections 1.05, 1.07, 1.08, 4.02(b) and 10.01 of its limited liability company agreementoperating agreement and any of the defined terms in Section 1.01 of its operating agreement that are contained in any of the above-mentioned sections thereof, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) an REO Affiliate without the prior written consent of the Administrative Agent and each Lender Agent; (vi) except as permitted by this Agreement and the Intercreditor Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtednessdebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders Lenders, except for trade payables in the ordinary course of its business; provided that such debt is not evidenced by a note and a termination of all the Commitmentsis paid when due; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any PersonAffiliate, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with unrelated third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrowerparties; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of Borrower and the Borrower, the Seller Originator or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of indebtedness issued by any other Person (other than the Loans, Cash, Permitted Investments and, with the prior written consent of the Administrative Agent, any loan to an REO Affiliate of the type described in clause (b) of the definition thereof); (xv) fail to file its own separate tax return, or file a consolidated federal income tax return with any other Person, except as may be required by the Code and regulations (without limiting the foregoing, it is acknowledged and agreed that a single member limited liability company is a disregarded entity for purposes of the Code); (xvi) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (aA) to mislead others as to the identity of the Person with which such other party is transacting business, or (bB) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xvxvii) fail 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; (xvixviii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xviixix) except as may be required or permitted by the Code and regulations regulations, share any common logo with or other applicable state or local tax law, hold itself out as or be considered as a department or division of (aA) any of its principals or Affiliatesaffiliates, (bB) any Affiliate of a principal or (cC) any other Person; (xviiixx) permit any transfer (whether in any one or more transactions) of any direct ownership interest in the Borrower to the extent it has the ability to control the same, unless the Borrower delivers to the Administrative Agent and each Lender Agent an acceptable non-consolidation opinion and the Administrative Agent consents to such transfer; (xxi) fail to 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(without limiting the foregoing, howeverit is acknowledged that for accounting purposes, that the Borrower’s assets Originator may be consolidated with another Person as required by GAAP and included in a such Person’s consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetstatements); (xixxxii) fail to pay its own liabilities and expenses only out of its own funds; (xxxxiii) fail to pay the salaries of its own employees, if any, in light of its contemplated business operations; (xxixxiv) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders except for obligations or securities of any REO Affiliate and any loan to an REO Affiliate of the type described in clause (b) of the definition thereof with the prior written consent of the Administrative Agent; (xxiixxv) guarantee any obligation of any Personperson, including an Affiliate; (xxiiixxvi) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxivxxvii) fail to use separate invoices and checks bearing its own name; (xxvxxviii) except for any Permitted Lien relating to any Equity Security, pledge or permit the pledge of its assets to secure for the obligations benefit of any other Person, other than with respect to the payment of the indebtedness to the Secured Parties hereunder; (xxvixxix) fail at any time to have at least one (1) independent manager or director (the an “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) currently a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, trade creditor, supplier shareholder, manager or service provider; member (or spouse, parent, sibling or child of the foregoing) of (A) the Originator, (B) the Borrower, (C) any principal of the Originator, (D) any Affiliate of the Originator, or (d) a Person that controls (whether directly, indirectly or otherwiseE) any Affiliate of (a), (b) or (c) above. A natural person who otherwise satisfies any principal of the foregoing definition and satisfies subparagraph (a) by reason of being the Originator; provided that such Independent Manager may be an independent manager or an independent manager of a “another special purpose entity” entity affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that yearOriginator; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviiixxx) fail to provide that the unanimous consent of all its managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (aA) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, (bB) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (cC) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (dD) seek or consent to the appointment of a receiver, liquidator, assignee, trusteeTrustee, sequestrator, collateral agent custodian or any similar official for the Borrower, (eE) make any assignment for the benefit of the Borrower’s creditors, (fF) admit in writing its inability to pay its debts generally as they become due, or (gG) take any action in furtherance of any of the foregoing; orand (xxixxxxi) fail to file its own Tax returns separate take or refrain from those taking, as applicable, each of any other Personthe activities specified in the non-consolidation opinion of Winston & Xxxxxx LLP, except to dated as of the extent that Closing Date, upon which the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Lawconclusions expressed therein are based.

Special Purpose Entity. At The Company and each Segregated Subsidiary shall at all times prior to the Collection Date, the Borrower has not and shall nottimes: (i) engage in any business or activity other than the purchase, receipt, management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the Equityholder; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vi) not commingle its assets with the assets of the Members, its Affiliates or any other Person and not maintain any assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of the Members or its Affiliates, Affiliates or of any other Person; (viib) incur any Indebtednesspractice and adhere to organizational formalities, secured or unsecuredsuch as maintaining appropriate books, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders records and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (xc) conduct its affairs and observe all procedures required by its organizational documents and applicable law, including with respect to the Company, this Agreement and the LLC Act; (d) act solely in its corporate or legal name and through its duly authorized directors, officers or agents in the conduct of its business; (e) manage its business and affairs by or under the direction of its board of directors or similar governing body; (f) ensure that directors, officers or Members (as applicable and where required) duly authorize all of its actions; (g) ensure that title to all real and personal property acquired by the Company be acquired, held and conveyed in the name of the Company; (h) maintain at least two Independent Directors; (i) preserve and maintain its material rights, privileges, licenses and franchises; (j) not engage in any activity other than those activities expressly permitted under its organizational documents, including, with respect to the Company, under this Agreement and not enter into any contract or agreement with any Person, except (a) other than the Transaction Documents and (b) other contracts or agreements that are upon terms approved by its directors (or equivalent, if any) or Members (as applicable and conditions that where required); (k) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities if failure to comply with such requirements could (either individually or in the aggregate) have a material adverse effect on the Company; (l) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its assets prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are commercially reasonable being maintained; (m) maintain all of its assets used or useful in its business in good working order and substantially similar to those that would condition, ordinary wear and tear excepted; (n) comply with GAAP in all financial statements and reports required of such entity and such financial statements and reports will be available on an arm’s-length basis with third parties other than such Personissued separately from, but may be consolidated with, any financial statements or reports prepared for, any Member or the Company’s Affiliates; provided that, for that such financial statements or reports may be consolidated if the avoidance separate existence of doubt with regard to this clause (x), (i) acquisitions of Collateral from such entity and the Seller, and sales of Collateral to the Seller Segregated Subsidiaries and its Affiliatesassets are clearly noted therein; (o) keep adequate records and books of account, each in which complete entries will be made in accordance with other provisions GAAP consistently applied and maintain such records and books of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the account separate identities from those of the BorrowerMembers or the Company’s Affiliates and maintain telephone numbers, the Seller or any mailing addresses, stationery, checks and invoices and other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity business forms that are separate and distinct from those of the Members and their Affiliates; (p) be adequately capitalized to engage in its business separate from Calpine and the Calpine Affiliates, including, with respect to the Company, the transactions contemplated in this Agreement, and remain solvent; provided the foregoing shall not be construed as imposing an obligation on any Member to contribute or loan additional capital, property or services to the Company; (q) maintain its assets in a manner that facilitates their identification and segregation from those of the Members, Calpine and the Calpine Affiliates; (r) maintain bank accounts or other Person or depositary accounts separate from the Members, their Affiliates, Calpine and the Calpine Affiliates; (s) with respect to the Company, conduct its businessaffairs strictly in accordance with this Agreement, including and strictly observe all oral necessary, appropriate and written communications solely customary formalities, corporate or otherwise, in any dealings with, the Members, their Affiliates, Calpine or the Calpine Affiliates, and no funds or other assets of the Company will be commingled or pooled with those of the Members or their Affiliates. The Company will not maintain joint bank accounts or other depository accounts with the Members or their Affiliates; (t) make all decisions with respect to its business and daily operations independently, though the board of directors (or similar governing body) or officers making any particular decision may also be employees, officers, directors or managers of the Members, their Affiliates, Calpine or the Calpine Affiliates; (u) ensure that its funds will not be diverted to the Members or their Affiliates without consent and authority of its board of directors (or similar governing body) and that such funds will not be commingled with the funds of the Members or their Affiliates; (v) fairly compensate its directors (members of any similar governing body) and officers from its own name in order not (a) to mislead others as to funds for time spent working on the identity business or affairs of the Person with which such Company; (w) ensure that all material transactions between the Company or the Segregated Subsidiaries, on the one hand, and Calpine and the Calpine Affiliates, on the other party is transacting businesshand, whether currently existing or hereafter entered into, will be only on an arm’s length basis; (bx) to suggest that it is not have any liabilities assumed or guaranteed by any Member, Calpine or the Calpine Affiliates, other than Permitted Calpine Financial Assistance, and not hold itself out as being responsible for the debts of Calpine or any third party (including any of its principals or Calpine Affiliates); (xvy) fail cause each Segregated Subsidiary directly or indirectly controlled by the Company to maintain adequate capital for comply with the normal obligations reasonably foreseeable provisions of this Section 6.11 and take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to ensure that the Company and the Segregated Subsidiaries directly or indirectly controlled by the Company are operated in such a business manner that the separate legal existence of the Company and such Segregated Subsidiaries would not be disregarded in the event of the bankruptcy or insolvency of the Company and the Calpine Affiliates; provided that CCFC and its size and character and subsidiaries shall not be required to amend any of their organizational documents or take or refrain from taking any other action if prohibited from doing so by the terms of the CCFC Documents as in light of its contemplated business operationseffect on the Effective Date; (xviz) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment account for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any manage all of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to maintain separate financial statements, showing its assets and liabilities separate and apart separately from those of any other Person Calpine and not have its assets listed on any financial statement of any other Person; providedthe Calpine Affiliates, however, that the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xxaa) fail to pay allocate, fairly and on an arm’s length basis, all shared operating services, leases and expenses, including, without limitation, those associated with the salaries services of its own employees, if anyshared consultants and agents and shared computer and other office equipment and software; and otherwise maintain an arm’s length relationship with Calpine and the Calpine Affiliates; (xxibb) except refrain (to the extent permitted by law) from filing or otherwise initiating or supporting the filing of a motion in connection any bankruptcy or other insolvency proceeding involving Calpine or any of the Calpine Affiliates to substantively consolidate the assets and liabilities of the Company or any Segregated Subsidiary with those of Calpine or any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by its Affiliates or members; (xxii) guarantee any obligation of any Person, including an Calpine Affiliate; (xxiiicc) fail to allocate fairly and reasonably not acquire, directly or indirectly, obligations or securities of the Members, their Affiliates, Calpine or any overhead expenses that are shared with an Calpine Affiliate, including paying for office space and services performed by any employee of an Affiliateother than Permitted Calpine Debt; (xxivdd) fail to use hold itself out as a separate invoices legal Person and checks bearing correct any known misunderstanding regarding its own nameseparate identity; (xxvee) not borrow any money or accept any credit or direct or indirect financial assistance from any Member, Calpine or any Calpine Affiliate other than Permitted Calpine Financial Assistance and amounts payable or receivable under arm’s length contracts for goods and services; and (ff) not lend any money or extend any credit or direct or indirect financial assistance to any Member, Calpine or any Calpine Affiliate other than Permitted Calpine Debt and amounts payable or receivable under arm’s length contracts for goods or services, and except for any Permitted Lien relating dividends or other distributions paid to any Equity Security, pledge its assets to secure the obligations of any other Person; (xxvi) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience Members as an independent director, independent manager or independent member with at least three years of employment experience and who is provided contemplated by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate this Agreement. The failure of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, Company to comply with any of the following: (a) a member, partner, equityholder, manager, director, officer or employee foregoing provisions of this Section 6.11 shall not affect the status of the Borrower Company as a separate legal Person or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate limited liability of the Borrower that is not in Members, their Affiliates or the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers Directors or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable LawOfficers.

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, receipt and management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or Collateral, (b) Permitted Investments and (c) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderDocuments; (iii) merge into or consolidate with any Person or Person, dissolve, terminate or liquidate in whole or in part, transfer transfer, divide or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)) or change its jurisdiction of formation, without in each case first obtaining the prior written consent of the Administrative AgentAgent and each Lender, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate the provisions of its operating agreement other than in accordance with the terms thereof, or fail to comply with the provisions of its limited liability company agreement, operating agreement or otherwise fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanInvestments) without the prior written consent of the Administrative Agent;; USActive 37382726.29 73 (vi) except as permitted by this Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person, other than as expressly provided in the Transaction Documents; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and Documents, (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted Person and (iic) as otherwise permitted under the Equityholder may contribute cash or other property as a capital contribution to the BorrowerTransaction Documents; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, Borrower and the Seller BDC or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to maintain separate financial statements, showing its assets company records and liabilities separate and apart from those books of any other Person and not have its assets listed on any financial statement of any other Personaccount; provided, however, that the Borrower’s assets and liabilities may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate BDC so long as the separateness of the Borrower from such Person the BDC and to indicate that the unavailability of the Borrower’s assets and credit are not available to satisfy the debts and other obligations of USActive 37382726.29 74 the BDC are disclosed by the BDC within all public filings that contain such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetconsolidated financial statements; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and space, if any, provided by an Affiliate or services performed by any employee of an Affiliate; (xxivxxiii) fail to use separate invoices and checks bearing its own name; (xxvxxiv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure the obligations of any other Person; (xxvixxv) (A) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as is not currently (a) a manager, officer, employee or Affiliate of the Borrower or any major creditor, or a manager, officer or employee of any such Affiliate (other than an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate similar position of the Borrower, the Seller BDC or an Affiliate), or (ii) the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course beneficial owner of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee limited liability company interests of the Borrower or any voting, investment or other ownership interests of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an any Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; major creditor or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxviiB) fail to ensure that all limited liability company action relating to the appointmentselection, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by unanimous vote of the Administrative Agent, the Equityholder shall not cause board of managers (including the Independent Manager Manager) except as otherwise permitted pursuant to be removed without causethe Borrower LLC Agreement; (xxviiixxvi) fail to provide that the unanimous consent of all managers members (including the consent of the Borrower’s Independent Manager) is required for the Borrower to take any Material Action; and (axxvii) institute proceedings to be adjudicated bankrupt take or insolventrefrain from taking, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against itas applicable, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit each of the Borrower’s creditorsactivities specified in the non-consolidation opinion of Xxxxxxx Xxxx & Xxxxx LLP, (f) admit in writing its inability to pay its debts generally dated as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to date hereof upon which the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Lawconclusions expressed therein are based.

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, management purchase and sale receipt of CollateralCollateral and related assets, the transfer and pledge Grant of Collateral pursuant to the terms of under the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (a) the Collateral or and related assets, and (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderBorrower; (iii) except as otherwise expressly permitted in this Agreement, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written consent of the Administrative Agent and each Lender Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise expressly permitted under clause (iii)in this Agreement, fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent and each Lender Agent, amend, modify, terminate or fail to comply with the provisions of Sections 1.05, 1.07, 1.08, 4.02(b) and 10.01 of its limited liability company agreementoperating agreement and any of the defined terms in Section 1.01 of its operating agreement that are contained in any of the above-mentioned sections thereof, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent and each Lender Agent; (vi) except as permitted by this Agreement and the Intercreditor Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtednessdebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness (A) indebtedness to the Secured Parties hereunder hereunder, (B) under the Borrower ISDA Guaranty or (C) in conjunction with a repayment of all Advances owed to the Lenders Lenders, except for trade payables in the ordinary course of its business; provided that such debt is not evidenced by a note and a termination of all the Commitmentsis paid when due; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any PersonAffiliate, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with unrelated third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrowerparties; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of Borrower and the Borrower, the Seller Originator or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another PersonPerson other than under the Borrower ISDA Guaranty; (xiv) make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of indebtedness issued by any other Person (other than the Loans, Cash, Permitted Investments and any Hedge Transaction); (xv) fail to file its own separate tax return, or file a consolidated federal income tax return with any other Person, except as may be required by the Code and regulations (without limiting the foregoing, it is acknowledged and agreed that a single member limited liability company is a disregarded entity for purposes of the Code); (xvi) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xvxvii) fail 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; (xvixviii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xviixix) except as may be required or permitted by the Code and regulations regulations, share any common logo with or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviiixx) permit any transfer (whether in any one or more transactions) of any direct ownership interest in the Borrower to the extent it has the ability to control the same, other than a pledge of the membership interests in the Borrower to secure the Fortress Notes pursuant to a pledge agreement approved by the Administrative Agent prior to the Closing Date, unless the Borrower delivers to the Administrative Agent and each Lender Agent an acceptable non-consolidation opinion and the Administrative Agent consents to such transfer; (xxi) fail to 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(without limiting the foregoing, howeverit is acknowledged that for accounting purposes, that the Borrower’s assets Borrower may be consolidated with another Person as required by GAAP and included in a such Person’s consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetstatements); (xixxxii) fail to pay its own liabilities and expenses only out of its own funds; (xxxxiii) fail to pay the salaries of its own employees, if any, in light of its contemplated business operations; (xxixxiv) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations of or securities issued by its Affiliates or members; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiiixxv) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxivxxvi) fail to use separate invoices and checks bearing its own name; (xxvxxvii) except for any Permitted Lien relating to any Equity Security, pledge or permit the pledge of its assets to secure for the obligations benefit of any other Person, other than with respect to the payment of the indebtedness to the Secured Parties hereunder; (xxvixxviii) (A) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and except while a vacancy is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) being filled pursuant to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; ’s organizational documents or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxviiB) fail to ensure that all limited liability company action actions relating to the appointment, maintenance selection or replacement of the Independent Manager are duly authorized by and in accordance with the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without causeBorrower’s organizational documents; (xxviiixxix) fail to provide that the unanimous consent of all its managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; orand (xxixxxx) fail to file its own Tax returns separate take or refrain from those taking, as applicable, each of any other Personthe activities specified in the non-consolidation opinion of Dechert LLP, except to dated as of the extent that Closing Date, upon which the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Lawconclusions expressed therein are based.

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, receipt and management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the sale of Collateral as permitted hereunder, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderDocuments; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreementpartnership agreement except as otherwise permitted pursuant to Section 5.2(h), or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock equity interest in any other entity (other than Capital Stock any Equity Security received in Obligors exchange for a defaulted Loan or portion thereof in connection with an insolvency, bankruptcy, reorganization, debt restructuring or workout of the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanObligor thereof), or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanInvestments) without the prior written consent of the Administrative Agent; (vi) commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments;; [FS Investment] Loan and Security Agreement (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, the Seller Transferor or any other Person; (xiii) except as provided in this Agreement, guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors[Reserved]; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an its Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person Affiliate or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet;; [FS Investment] Loan and Security Agreement (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations of or securities issued by its Affiliates or members, it being understood that this clause (xxi) shall not prevent the Borrower from acquiring Loans from the Transferor; (xxii) guarantee any obligation of any Personperson, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxiv) fail to use separate invoices and checks bearing its own name; (xxv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure for the obligations benefit of any other Person, other than with respect to payment of the indebtedness to the Secured Parties hereunder; (xxvi) other than prior to the Effective Date. (A) fail at any time to have at least one (1) independent manager or director member (the “Independent ManagerSpecial Member”) which shall be a natural Person approved by Administrative Agent in its sole discretion, which member must, in each such instance, be a Person who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, Global Securitization Services, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services Corporation or, if none of those companies is then providing professional Independent ManagersSpecial Members, another nationally recognized company reasonably approved by the Administrative AgentLenders, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager Borrower and that provides professional Independent Managers Special Members and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager a Special Member and is not, and has never been, and will not while serving as Independent Manager Special Member be, any of the following: (aw) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager equityholders or Affiliates (other than as an Independent Manager of an Affiliate a Special Member of the Borrower that is not in the direct chain or any of ownership of the Borrower and its equityholders or Affiliates that is required by a creditor to be a single purpose bankruptcy-bankruptcy remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (bx) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager Borrower or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers Special Members and other corporate services to the Borrower, the Collateral Manager Borrower or any of its equityholders or Affiliates in the ordinary course of business); (cy) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (dz) a Person that controls (whether directly, indirectly or otherwise) any of (aw), (bx) or (cy) above; provided that the Borrower shall have ten (10) Business Days to replace any Special Member with a person approved by Administrative Agent in its sole discretion upon the death, [FS Investment] Loan and Security Agreement resignation or incapacitation of the current Special Member; or (B) fail to ensure that all limited liability company action relating to the selection, maintenance or replacement of the Special Member during the Covenant Compliance Period shall require the written consent of the Administrative Agent. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (aw) by reason of being the Independent Manager Special Member of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager a Special Member of the Borrower, provided that the fees that such individual earns from serving as Independent Manager Special Member of Affiliates affiliates of the Borrower in any given year constitute in the aggregate less than five percent (55.00%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers members (including the consent of the Borrower’s Independent ManagerSpecial Member) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxixxxviii) fail to file its own Tax tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax tax purposes and is not required to file Tax tax returns under Applicable Lawapplicable law, and pay any Taxes taxes required to be paid under Applicable Lawapplicable law.

Special Purpose Entity. At all times prior to The Borrower will not (nor has it taken any such action in the Collection Date, the Borrower has not and shall not:past): (i) engage in any business or activity other than the purchase, receipt, management purchase and sale receipt of CollateralReceivables and related assets under the Second Tier Purchase Agreement, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into Receivables and the performance related assets under the Transaction Basic Documents and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (aA) the Collateral or Receivables and related assets under the Second Tier Purchase Agreement, (bB) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive (C) cash generated from the Equityholderforegoing; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date’s consent; (iv) except elect for the Borrower to be treated, or otherwise become taxable, as otherwise permitted under clause a corporation for U.S. federal income tax purposes; (iii), v) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or terminate, fail to comply with the provisions of its limited liability company agreement, Formation Documents or fail to observe Delaware limited liability company formalities; (vvi) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vivii) commingle its assets with the assets of any of its Affiliates, or of any other Person, except to the extent contemplated by this Agreement; (viiviii) incur any Indebtednessdebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or under any other Basic Document or in conjunction with a repayment of all Advances owed to the Lenders Aggregate Unpaids, except for trade payables in the ordinary course of its business, provided that such debt is not evidenced by a note and a termination of all the Commitmentspaid when due; (viiiix) become insolvent not Solvent or generally fail to pay its debts and liabilities from its assets as the same shall become due; (ixx) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; provided, however, that the Borrower may be included in Regional Management’s consolidated financial statements for Tax and reporting purposes; (xxi) enter into any contract or agreement with any of its principals or Affiliates or any other Person, except (a) the Transaction Documents and (b) other contracts or agreements that are as contemplated by this Agreement upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, the Seller Borrower from any principal or Affiliate thereof or from any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of Indebtedness issued by any other Person (other than Permitted Investments and Contracts); (xv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (aA) to mislead others as to the identity of the Person with which such other party is transacting business, or (bB) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xvxvi) fail 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; (xvixvii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, Insolvency Laws or make an assignment for the benefit of creditors; (xviixviii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (aA) any of its principals or Affiliates, (bB) any Affiliate of a principal or (cC) any other Person; (xviiixix) permit any transfer (whether in any one or more transactions) of a direct or indirect ownership interest in the Borrower unless the Borrower delivers to the Administrative Agent an acceptable non-consolidation opinion; (xx) fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not Person, or have its assets listed on any the financial statement of any other Person; provided, however, that the Borrower’s assets Borrower may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such Regional Management’s consolidated financial statements to indicate the separateness of the Borrower from such Person for Tax and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetreporting purposes; (xixxxi) fail to pay its own liabilities and expenses only out of its own funds; (xxxxii) fail to pay or cause to be paid the salaries of its own employees, if any; (xxi) except applicable, in connection with any exchange offer, work-out, restructuring or the exercise light of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by its Affiliates or members; (xxii) guarantee any obligation of any Person, including an Affiliatecontemplated business operations; (xxiii) acquire obligations or securities of its Affiliates or stockholders; (xxiv) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxivxxv) fail to use separate invoices and checks bearing its own name; (xxvxxvi) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure for the obligations benefit of any other Person, other than with respect to payment of the Indebtedness to the Secured Parties hereunder; (xxvixxvii) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is noton its board of managers; provided, and has never beenhowever, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers may be an independent director or directors); (b) a creditor, supplier or service provider (including provider manager of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “another special purpose entity” entity affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without causeRegional Management; (xxviii) fail to provide that the unanimous consent of all managers of the Borrower (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (aA) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolventnot Solvent, (bB) institute or consent to the institution of bankruptcy or insolvency proceedings Insolvency Proceedings against it, (cC) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvencyInsolvency Law, (dD) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the Borrower, (eE) make any assignment for the benefit of the Borrower’s creditors, (fF) admit in writing its inability to pay its debts generally as they become due, due or (gG) take any action in furtherance of any of the foregoing; or; (xxix) replace or appoint any Person as an Independent Manager of the Borrower (A) who does not satisfy the definition of an Independent Manager and (B) with less than ten days’ prior written notice to the Administrative Agent and without an Officer’s Certificate of Regional Management that the prospective Independent Manager satisfies the definition of an Independent Manager; (xxx) (A) amend, restate, supplement or otherwise modify its Formation Documents in any respect that would impair its ability to comply with the Basic Documents or (B) fail to file require in its own Tax returns separate from those of any other Person, except limited liability company agreement that no Independent Manager may be replaced or appointed with less than ten days’ prior written notice to the extent Administrative Agent and a certification by Regional Management that the Borrower is treated prospective Independent Manager satisfies the definition of an Independent Manager; and (xxxi) not take or refrain from taking, as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Lawapplicable, and pay any Taxes required to be paid under Applicable Laweach of the activities specified in the non-consolidation opinion of Xxxxxx & Bird, LLP, dated the Effective Date, upon which the conclusions expressed therein are based.

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, management purchase and sale receipt of CollateralCollateral and related assets, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (a) the Collateral or and related assets and (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderDocuments; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection DateAgent and each Lender; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative AgentAgent and each Lender, amend, modify, terminate or fail to comply with the provisions of its limited liability company operating agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of retaining any remedies with respect equity or other securities pursuant to a Loan or any exchange offer, work-out or restructuring of a LoanSection 6.5) without the prior written consent of the Administrative AgentAgent and each Lender; (vi) except as permitted by this Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness the Advances and indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders Lenders, except for trade payables in the ordinary course of its business; provided, that, such debt is not evidenced by a note and a termination of all the Commitmentsis paid when due; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the BorrowerBorrower and the Servicer, the Seller or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt Indebtedness of another PersonPerson other than pursuant to the Transaction Documents; (xiv) except as permitted under the Transaction Documents, make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of indebtedness issued by any other Person (other than the Loans, cash and Permitted Investments); (xv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xvxvi) fail 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; (xvixvii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xviixviii) except as may permit any transfer (whether in any one or more transactions) of any direct ownership interest in the Borrower to the extent it has the ability to control the same, unless the Borrower delivers to the Administrative Agent and each Lender an acceptable non-consolidation opinion and the Administrative Agent consents to such transfer; provided that no consent shall be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) necessary with respect to any of its principals or Affiliates, (b) any transfer to an Affiliate of a principal or (c) any other PersonGxxxx BDC; (xviiixix) fail to 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 (without limiting the foregoing, it is acknowledged that for accounting purposes such Borrower may be consolidated with another Person as required by GAAP including in such other Person; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetstatements); (xixxx) fail to pay its own liabilities and expenses only out of its own funds; (xxxxi) fail to pay the salaries of its own employees, if any, in light of its contemplated business operations; (xxixxii) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or members; (xxii) guarantee any obligation of any Person, including an Affiliatestockholders; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxiv) fail to use separate invoices and checks bearing its own name; (xxv) except for any Permitted Lien relating to any Equity Security, pledge or permit the pledge of its assets to secure for the obligations benefit of any other Person, other than with respect to payment of the indebtedness to the Secured Parties hereunder; (xxvi) fail at any time to have at least one (1) independent manager or director (the an “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) currently a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditortrade creditor shareholder, supplier manager or service provider; member (or spouse, parent, sibling or child of the foregoing) of (a) the Servicer, (b) the Borrower, (c) any Originator, or (d) a Person that controls (whether directlyany principal or Affiliate of the Servicer, indirectly the Borrower, or otherwise) any of (a)Originator; provided, (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the however, such Independent Manager may be an independent manager or an independent director of a “another special purpose entity” entity affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) Servicer or fail to ensure that all limited liability company action relating to the appointmentselection, maintenance or replacement of the such Independent Manager are duly authorized by the Equityholderunanimous vote of the board of managers (including the vote of such Independent Manager); provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause;and (xxviiixxvii) fail to provide that the unanimous consent of all managers members or directors, as applicable (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Law.

Special Purpose Entity. At all times prior to the Collection Date, the Borrower The Seller has not and shall not: (i) engage in any business or activity other than the purchasepurchase and receipt of Collateral and related assets from the Originator under the Sale Agreement, receipt, management and the sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of under the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (a) the Collateral or and related assets from the Originator under the Sale Agreement and (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderSeller; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written consent of the Administrative Agent and each Purchaser Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent and each Purchaser Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company operating agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent and each Purchaser Agent; (vi) except as permitted by this Agreement and the Lock-Box Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtednessdebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders Purchasers, except for trade payables in the ordinary course of its business; provided, that such debt is not evidenced by a note and a termination of all the Commitmentsis paid when due; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of Seller and the Borrower, the Seller Originator or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of indebtedness issued by any other Person (other than cash and investment-grade securities); (xv) fail to file its own separate tax return, or file a consolidated federal income tax return with any other Person, except as may be required by the Internal Revenue Code and regulations; (xvi) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xvxvii) fail 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; (xvixviii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xviixix) except as may be required or permitted by the Internal Revenue Code and regulations regulations, share any common logo with or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliatesaffiliates, (b) any Affiliate of a principal or (c) any other Person; (xviiixx) permit any transfer (whether in one or more transactions) of any direct or indirect ownership interest in the Seller to the extent it has the ability to control the same, unless the Seller delivers to the Administrative Agent and each Purchaser Agent an acceptable non-consolidation opinion and the Administrative Agent consents to such transfer; (xxi) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xixxxii) fail to pay its own liabilities and expenses only out of its own funds; (xxxxiii) fail to pay the salaries of its own employees, if anyemployees in light of its contemplated business operations; (xxixxiv) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiiixxv) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxivxxvi) fail to use separate invoices and checks bearing its own namebank accounts; (xxvxxvii) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure for the obligations benefit of any other Person, other than with respect to payment of the indebtedness to the Secured Parties hereunder; (xxvixxviii) fail at any time to have at least one (1) independent manager or director (the an “Independent ManagerDirector”) who is not and has prior experience as an independent director, independent manager or independent member with not been for at least three five years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditortrade credit or shareholder (or spouse, supplier parent, sibling or service provider; or (dchild of the foregoing) a Person that controls (whether directly, indirectly or otherwise) any of (a)) the Servicer, (b) or the Seller, (c) above. A natural person who otherwise satisfies any principal of the foregoing definition and satisfies subparagraph Servicer, (ad) by reason any Affiliate of being the Servicer, or (e) any Affiliate of any principal of the Servicer; provided, however, such Independent Manager Director may be an independent director of a “another special purpose entity” entity affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) Servicer or fail to ensure that all limited liability company action relating to the appointmentselection, maintenance or replacement of the Independent Manager Director are duly authorized by the Equityholder; provided that, unless prior written consent is provided by unanimous vote of the Administrative Agent, the Equityholder shall not cause board of directors (including the Independent Manager to be removed without causeDirector); (xxviiixxix) fail to provide that the unanimous consent of all managers directors (including the consent of the Borrower’s Independent ManagerDirector) is required for the Borrower Seller to (a) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the BorrowerSeller, (e) make any assignment for the benefit of the BorrowerSeller’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; orand (xxixxxx) fail to file its own Tax returns separate take or refrain from those taking, as applicable, each of any other Personthe activities specified in the non-consolidation opinion of Xxxxxx Xxxxx LLP, except to dated as of the extent that date hereof, upon which the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Lawconclusions expressed therein are based.

Special Purpose Entity. At all times prior to Except as set forth herein or as contemplated by any of the Collection DateLoan Documents, the Borrower has not Borrowers have not, and shall not: (ia) engage in any business or activity other than the purchaseownership or lease (as the case may be), receipt, management operation and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms maintenance of the Transaction DocumentsProperty, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (iib) acquire or own any material assets other than (a) the Collateral or (b) Property, the Furnishings, and other incidental personal property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderProperty; (iiic) except as otherwise permitted hereunder and except for the Related Transactions consummated currently with the Closing hereunder, merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date’s consent; (ivd) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the state or other jurisdiction where its Property is located, if applicable, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company partnership agreement, certificate of limited partnership, bylaws, articles of incorporation, operating agreement, articles of organization, or fail other similar organizational documents, as the case may be, except to observe limited liability company formalitiesthe extent that any Borrower has sold or disposed of all of its applicable Property as permitted in this Agreement; (ve) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment in investment in, any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vif) commingle its assets with the assets of any of its members, general partners, shareholders, Affiliates, principals or of any other Person; (viig) incur any Indebtednessdebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness the Loan, except for (i) Permitted Debt, (ii) trade payables incurred in the ordinary course of its business and (iii) financing to fund property which Agent has elected not to finance under the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitmentsterms hereof; (viiih) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ixi) fail to maintain its records, books of account and bank accounts separate and apart from those of the members, partners, shareholders, principals and Affiliates of such Borrower and any other Person; (xj) except for the Intercompany Leases, enter into any contract or agreement with any Personmember, except (a) general partner, shareholder, principal or Affiliate of Borrower, or any Guarantor, or any member, general partner, shareholder, principal or Affiliate of any of the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrowerforegoing; (xik) seek its the dissolution or winding up in whole whole, or in part, of any Borrower except to the extent that any Borrower has sold or disposed of all of its applicable Property as permitted in this Agreement; (xiil) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, the Seller or any other Person; (xiiim) guarantee, become obligated for, or hold itself out to be responsible for the debt debts of another Person; (xivn) make any loans or advances to any third party, including any member, general partner, shareholder, principal or Affiliate of Borrower, or any member, general partner, shareholder, principal or Affiliate of any of the foregoing; (o) fail to file its own tax returns; (p) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (ai) to mislead others as to the identity of the Person with which such other party is transacting business, or (bii) to suggest that it Borrower is responsible for the debts of any third party (including any member, general partner, shareholder, principal or Affiliate of its principals Borrower, or Affiliatesany member, general partner, shareholder, principal or Affiliate of any of the foregoing); (xvq) fail to intend 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; (xvir) share any common logo with or hold itself out as or be considered as a department or division of (i) any general partner, shareholder, principal, member or Affiliate of Borrower, (ii) any Affiliate of a general partner, shareholder, principal or member of Borrower, or (iii) any other Person; (s) without the unanimous written consent of its directors, managers or managing members, or general partners, as the case may be, and the consent of any independent director or independent manager required herein, file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors;; or (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by its Affiliates or members; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxiv) fail to use separate invoices and checks bearing its own name; (xxvt) except for any Permitted Lien relating to any Equity SecurityHoldings, pledge its assets to secure the obligations of any other Person; (xxvi) fail at any time to have a member that has a majority of independent directors (manager) that are not and have not been for at least one five (15) independent manager or director (the “Independent Manager”) who has prior experience as an independent years a director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, trade creditor, supplier or service provider; shareholder (or spouse, parent, sibling or child of the foregoing) of (d) or a Person that controls who directly or indirectly controls) (whether directly, indirectly or otherwisei) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (eii) make any assignment for the benefit general partner, shareholder, principal, member or affiliate of the any Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (giii) take any action in furtherance affiliate of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those general partner, shareholder, principal or member of any Borrower. Borrowers shall further comply with, any other Person, except customary rating agency (including S&P and Xxxxx’x) requirements for a single purpose entity as Agent may require from time to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required time by notice to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable LawBorrowers.

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, receipt and management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderDocuments; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company operating agreement, or fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock equity interest in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan)entity, or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanInvestments) without the prior written consent of the Administrative Agent; (vi) commingle its assets with the assets of any of its Affiliates, or of any other Person;; [Investcorp] Loan and Security Agreement (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, Borrower and the Seller Related Fund or any other Person; (xiii) except as provided in this Agreement, guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an its Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial [Investcorp] Loan and Security Agreement statements to indicate the separateness of the Borrower from such Person Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person Affiliate or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or members; (xxii) guarantee any obligation of any Personperson, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxiv) fail to use separate invoices and checks bearing its own name; (xxv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure for the obligations benefit of any other Person, other than with respect to payment of the indebtedness to the Secured Parties hereunder; (xxvi) (A) fail at any time to have at least one (1) independent manager or director member (the “Independent ManagerSpecial Member”) which shall be a natural Person approved by the Administrative Agent in its sole discretion, which member must, in each such instance, be a Person who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, Global Securitization Services, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services Corporation or, if none of those companies is then providing professional Independent ManagersSpecial Members, another nationally recognized company reasonably approved by the Administrative AgentLenders, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager Borrower and that provides professional Independent Managers Special Members and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager a Special Member and is not, and has never been, and will not while serving as Independent Manager Special Member be, any of the following: (av) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager respective equityholders or Affiliates (other than as an Independent Manager a Special Member of the Borrower or an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-bankruptcy remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (bx) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager Borrower or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers Special Members and other corporate services to the Borrower, the Collateral Manager Borrower or any of its equityholders or Affiliates in the ordinary course of business); (cy) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (dz) a Person that controls (whether directly, indirectly or otherwise) any of (av), (bx) or (cy) [Investcorp] Loan and Security Agreement above; or (B) fail to ensure that all limited liability company action relating to the selection, maintenance or replacement of the Special Member shall require the written consent of the Administrative Agent. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (av) by reason of being the Independent Manager Special Member of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager a Special Member of the Borrower, provided that the fees that such individual earns from serving as Independent Manager Special Member of Affiliates affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers members (including the consent of the Borrower’s Independent ManagerSpecial Member) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxixxxviii) fail to file its own Tax tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax tax purposes and is not required to file Tax tax returns under Applicable Lawapplicable law, and pay any Taxes taxes required to be paid under Applicable Lawapplicable law.

Special Purpose Entity. At all times prior Unless otherwise consented to by the Collection DateAdministrative Agent in writing, and except as expressly permitted by the Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Facility Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the Equityholder; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action Pledgor shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its limited liability company agreementFacility Documents, shall not modify, amend or fail to observe limited liability company formalities; terminate their organizational documents and, shall be Special Purpose Entities, that shall (vi) formown no material assets, acquire or own any Subsidiary, own any Capital Stock and will not engage in any other entity (lines of business or activities, other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vi) commingle its assets with the assets of any of its Affiliates, or of any other Person; and transactions specifically contemplated by the Facility Documents; (viiii) not incur any IndebtednessIndebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than Indebtedness permitted under the Facility Documents; (iii) not make any loans or advances to the Secured Parties hereunder any Affiliate or in conjunction with a repayment third party, and shall not acquire obligations or securities of all Advances owed to the Lenders and a termination of all the Commitments; its Affiliates; (viiiiv) become insolvent or fail to pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its assets own assets; (v) comply with the provisions of its organizational documents (except, with respect to the certificate of formation as required by law); (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents, or suffer the same to be amended, modified or otherwise changed, without the Administrative Agent’s prior written consent (other than its certificate of formation, to the extent such amendment or modification is required by any Requirement of Law) which shall become due; not be unreasonably conditioned, withheld or delayed; (ixvii) fail to maintain all of its recordsbooks, books of account records and bank accounts financial statements separate and apart from those of any other Person; its Affiliates (x) enter into any contract or agreement except that such financial statements may be consolidated with any Person, except (a) the Transaction Documents and (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral Affiliate to the Seller and its Affiliatesextent consolidation is required under GAAP or as a matter of any Requirement of Law; provided, each in accordance with other provisions of this Agreement that to the extent required by GAAP (including, without limitation, Section 6.2(m), Section 6.2(n1) and Section 6.2(o)) and the other Transaction Documents appropriate notation shall be permitted made on such financial statements if prepared to indicate the separateness of such Borrower Party from such Affiliate and (ii) to indicate that such Borrower Party’s assets and credit are not available to satisfy the Equityholder may contribute cash or debts and other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities obligations of the Borrower, the Seller such Affiliate or any other Person; Person and (xiii2) guaranteesuch assets shall also be listed on such Borrower Party’s own separate balance sheet, become obligated forif prepared and (3) such Borrower Party shall file its own tax returns if filed, except to the extent consolidation is required or hold itself out to be responsible for the debt permitted under any Requirement of another Person; Law); (xivviii) fail either to be, and at all times will hold itself out to the public as as, a legal entity separate and distinct from any other Person or to entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct its business, including all oral and written communications solely business in its own name in order name, shall not (a) to mislead others as to the identity of the Person with which such other party is transacting business, identify itself or (b) to suggest that it is responsible for the debts of any third party (including any of its principals Affiliates as a division or Affiliates); part of the other; (xvix) fail not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction, except as contemplated hereunder; (x) 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; (xvi) file or consent to the filing of any petitionpurposes, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code transactions and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 Personliabilities; provided, however, that the Borrower’s assets may be included in a consolidated financial statement foregoing shall not require the direct or indirect partners, members or beneficial owners, as applicable, of an Affiliate of Pledgor or Borrower to make additional capital contributions or loans to the Borrower Pledgor or the Collateral Manager Borrower; (xi) to the fullest extent permitted by law, not engage in or parent companysuffer any Change in Control, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate not, other than as contemplated in the separateness Facility Documents, commingle its funds or other assets with those of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (bxiii) such assets shall also be listed on not institute against, or join any other Person in instituting against any Borrower Party, any proceedings of the Borrower’s own separate balance sheet; (xix) fail type referred to pay its own liabilities and expenses only out in the definition of its own funds; (xx) fail “Insolvency Event” hereunder or seek to pay the salaries of its own employees, if any; (xxi) except substantively consolidate any Borrower Party in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies Insolvency Event with respect to any Loan with respect Borrower-Related Party or any other Person; (xiv) not hold itself out to which an Obligor is be responsible for the debts or would thereby become an Affiliateobligations of any other Person except as contemplated under the Facility Documents; (xv) not form, acquire or hold any equity interest in any other entity (other than the obligations or securities issued by its Affiliates or members; Pledgor’s ownership of the Capital Stock of the Borrower); (xxiixvi) guarantee any obligation of any Person, including an Affiliate; [reserved]; (xxiiixvii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxiv) fail to use separate invoices and checks bearing its own name; (xxv) except for any Permitted Lien relating to any Equity Security, not pledge its assets to secure the obligations of any other Person; Person other than pledges specifically contemplated by the Facility Documents; (xxvixviii) fail not, without the prior unanimous written consent of all of its Independent Members, take any Insolvency Action; and (xix) (a) have at any time to have all times at least one (1) independent manager or director Independent Member and (b) provide the Administrative Agent with up-to-date contact information for each such Independent Member and a copy of the agreement pursuant to which such Independent Member consents to and serves as an “Independent Manager”Member” for any Borrower Party; and (xx) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in organizational documents for each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: Borrower Party shall provide (a) a member, partner, equityholder, manager, director, officer or employee that Lender be given at least two (2) Business Days prior notice of the Borrower or removal and/or replacement of any of its equityholdersIndependent Member, together with the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate name and contact information of the Borrower that is not in the direct chain of ownership replacement Independent Member and evidence of the Borrower replacement’s satisfaction of the definition of Independent Member and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) that any Independent Member of a creditorBorrower Party shall not have any fiduciary duty to anyone including the holders of the equity interest in such Borrower Party or any Affiliates of such Borrower Party except the Borrower Party itself and the creditors of such Borrower Party with respect to taking of, supplier or service provider (including provider otherwise voting on, the Insolvency Action; provided, that the foregoing shall not eliminate the implied contractual covenant of professional services) good faith and fair dealing. Borrower shall cause Pledgor not to engage in any business activity other than the acting as the sole member of Borrower and performance of its obligations under the Facility Documents to which it is a party and the conduct of lawful business that it incidental, necessary and appropriate to accomplish the foregoing. The Borrower shall cause the Pledgor not to own any assets other than its membership interest in the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Law.

Special Purpose Entity. At all times prior to The Borrower will not (nor has it taken any such action in the Collection Date, the Borrower has not and shall not:past): (i) engage in any business or activity other than the purchase, receipt, management purchase and sale receipt of CollateralReceivables and the 2023-1A SUBI Certificate and related assets under the Second Tier Purchase Agreement, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into Receivables and the performance related assets under the Transaction Basic Documents and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (aA) the Collateral or (bReceivables and the 2023-1A SUBI Certificate and related assets under the Second Tier Purchase Agreement,(B) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive (C) cash generated from the Equityholderforegoing; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written Administrative Agent’s consent (acting at the direction of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection DateRequired Lenders); (iv) except elect for the Borrower to be treated, or otherwise knowingly take any action that reasonably could cause Borrower to become taxable, as otherwise permitted under clause a corporation for U.S. federal income tax purposes; (iii), v) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative AgentAgent (acting at the direction of the Required Lenders), amend, modify, terminate or terminate, fail to comply with the provisions of its limited liability company agreement, Formation Documents or fail to observe limited liability company corporate formalities; (vvi) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment in any Person (Person, or own any equity interest in any other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offerentity, work-out or restructuring of a Loan) without the prior written consent of the Administrative AgentAgent (acting at the direction of the Required Lenders), except for the 2023-1A SUBI Certificate with respect to the Trust; (vivii) commingle its assets with the assets of any of its Affiliates, or of any other Person, except to the extent contemplated by this Agreement; (viiviii) incur any Indebtednessdebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or under any other Basic Document or in conjunction with a repayment of all Advances owed to the Lenders Aggregate Unpaids, except for trade payables in the ordinary course of its business, provided that such debt is not evidenced by a note and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become paid when due; (ix) Reserved; (x) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; provided, however, that the Borrower may be included in Regional Management’s consolidated financial statements for Tax and reporting purposes; (xxi) seek its dissolution or winding up, in whole or in part; (xii) enter into any contract or agreement with any of its principals or Affiliates or any other Person, except (a) the Transaction Documents and (b) other contracts or agreements that are as contemplated by this Agreement upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xiixiii) fail to correct any known misunderstandings regarding the separate identities of the Borrower, the Seller or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to 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 the Borrower’s assets may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Person and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by its Affiliates or members; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxiv) fail to use separate invoices and checks bearing its own name; (xxv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure the obligations of any other Person; (xxvi) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without cause; (xxviii) fail to provide that the unanimous consent of all managers (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Law.separate

Special Purpose Entity. At all times prior to the Collection Date, the The Borrower has not and shall not: (i) engage in any business or activity other than the purchase, receipt, receipt and management and sale of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto; (ii) acquire or own any assets other than (a) the Collateral or Collateral, (b) Permitted Investments and (c) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive from the EquityholderDocuments; (iii) merge into or consolidate with any Person or Person, dissolve, terminate or liquidate in whole or in part, transfer transfer, divide or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)) or change its jurisdiction of formation, without in each case first obtaining the prior written consent of the Administrative AgentAgent and each Lender, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date; (iv) except as otherwise permitted under clause (iii), fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate the provisions of its operating agreement other than in accordance with the terms thereof, or fail to comply with the provisions of its limited liability company agreement, operating agreement or otherwise fail to observe limited liability company formalities; (v) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a LoanInvestments) without the prior written consent of the Administrative Agent; (vi) except as permitted by this Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; (vii) incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments; (viii) become insolvent or fail to pay its debts and liabilities from its assets as the same shall become due; (ix) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person, other than as expressly provided in the Transaction Documents; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents and Documents, (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’sarms-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted Person and (iic) as otherwise permitted under the Equityholder may contribute cash or other property as a capital contribution to the BorrowerTransaction Documents; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, Borrower and the Seller BDC or any principal or Affiliate thereof or any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xv) fail 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; (xvi) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors; (xvii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xviii) fail to maintain separate financial statements, showing its assets company records and liabilities separate and apart from those books of any other Person and not have its assets listed on any financial statement of any other Personaccount; provided, however, that the Borrower’s assets and liabilities may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate BDC so long as the separateness of the Borrower from such Person the BDC and to indicate that the unavailability of the Borrower’s assets and credit are not available to satisfy the debts and other obligations of the BDC are disclosed by the BDC within all public filings that contain such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetconsolidated financial statements; (xix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any; (xxi) except in connection with any exchange offer, work-out, restructuring or the exercise of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by of its Affiliates or membersstockholders; (xxii) guarantee any obligation of any Person, including an Affiliate; (xxiii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and space, if any, provided by an Affiliate or services performed by any employee of an Affiliate; (xxivxxiii) fail to use separate invoices and checks bearing its own name; (xxvxxiv) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure the obligations of any other Person; (xxvixxv) (A) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as is not currently (a) a manager, officer, employee or Affiliate of the Borrower or any major creditor, or a manager, officer or employee of any such Affiliate (other than an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate similar position of the Borrower, the Seller BDC or an Affiliate), or (ii) the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course beneficial owner of its business, and which individual is duly appointed as an Independent Manager and is not, and has never been, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee limited liability company interests of the Borrower or any voting, investment or other ownership interests of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an any Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers or directors); (b) a creditor, supplier or service provider (including provider of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; major creditor or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxviiB) fail to ensure that all limited liability company action relating to the appointmentselection, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by unanimous vote of the Administrative Agent, the Equityholder shall not cause board of managers (including the Independent Manager Manager) except as otherwise permitted pursuant to be removed without causethe Borrower LLC Agreement; (xxviiixxvi) fail to provide that the unanimous consent of all managers members (including the consent of the Borrower’s Independent Manager) is required for the Borrower to take any Material Action; and (axxvii) institute proceedings to be adjudicated bankrupt take or insolventrefrain from taking, (b) institute or consent to the institution of bankruptcy or insolvency proceedings against itas applicable, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Borrower, (e) make any assignment for the benefit each of the Borrower’s creditorsactivities specified in the non-consolidation opinion of Sxxxxxx Rxxx & Zxxxx LLP, (f) admit in writing its inability to pay its debts generally dated as they become due, or (g) take any action in furtherance of any of the foregoing; or (xxix) fail to file its own Tax returns separate from those of any other Person, except to date hereof upon which the extent that the Borrower is treated as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Law, and pay any Taxes required to be paid under Applicable Lawconclusions expressed therein are based.

Special Purpose Entity. At all times prior to The Borrower will not (nor has it taken any such action in the Collection Date, the Borrower has not and shall not:past): (i) engage in any business or activity other than the purchase, receipt, management purchase and sale receipt of CollateralReceivables and related assets under the Second Tier Purchase Agreement, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the entry into Receivables and the performance related assets under the Transaction Basic Documents and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (aA) the Collateral or Receivables and related assets under the Second Tier Purchase Agreement, (bB) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents including, without limitation, capital contributions which it may receive (C) cash generated from the Equityholderforegoing; (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof)or change its legal structure, without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation, unless, in connection with any of the foregoing, such action shall result in the substantially contemporaneous occurrence of the Collection Date’s consent; (iv) except elect for the Borrower to be treated, or otherwise become taxable, as otherwise permitted under clause a corporation for U.S. federal income tax purposes; (iii), v) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent, amend, modify, terminate or terminate, fail to comply with the provisions of its limited liability company agreement, Formation Documents or fail to observe Delaware limited liability company formalities; (vvi) form, acquire or own any Subsidiary, own any Capital Stock in any other entity (other than Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan), Subsidiary or make any Investment in any Person (other than Permitted Investments or Capital Stock in Obligors in connection with the exercise of any remedies with respect to a Loan or any exchange offer, work-out or restructuring of a Loan) without the prior written consent of the Administrative Agent; (vivii) commingle its assets with the assets of any of its Affiliates, or of any other Person, except to the extent contemplated by this Agreement; (viiviii) incur any Indebtednessdebt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or under any other Basic Document or in conjunction with a repayment of all Advances owed to the Lenders Aggregate Unpaids, except for trade payables in the ordinary course of its business, provided that such debt is not evidenced by a note and a termination of all the Commitmentspaid when due; (viiiix) become insolvent not Solvent or generally fail to pay its debts and liabilities from its assets as the same shall become due; (ixx) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; provided, however, that the Borrower may be included in Regional Management’s consolidated financial statements for Tax and reporting purposes; (xxi) enter into any contract or agreement with any of its principals or Affiliates or any other Person, except (a) the Transaction Documents and (b) other contracts or agreements that are as contemplated by this Agreement upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person; provided that, for the avoidance of doubt with regard to this clause (x), (i) acquisitions of Collateral from the Seller, and sales of Collateral to the Seller and its Affiliates, each in accordance with other provisions of this Agreement (including, without limitation, Section 6.2(m), Section 6.2(n) and Section 6.2(o)) and the other Transaction Documents shall be permitted and (ii) the Equityholder may contribute cash or other property as a capital contribution to the Borrower; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identities identity of the Borrower, the Seller Borrower from any principal or Affiliate thereof or from any other Person; (xiii) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of Indebtedness issued by any other Person (other than Permitted Investments and Contracts); (xv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, including all oral and written communications business solely in its own name in order not (aA) to mislead others as to the identity of the Person with which such other party is transacting business, or (bB) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates); (xvxvi) fail 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; (xvixvii) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, Insolvency Laws or make an assignment for the benefit of creditors; (xviixviii) except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (aA) any of its principals or Affiliates, (bB) any Affiliate of a principal or (cC) any other Person; (xviiixix) permit any transfer (whether in any one or more transactions) of a direct or indirect ownership interest in the Borrower unless the Borrower delivers to the Administrative Agent an acceptable non-consolidation opinion; (xx) fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not Person, or have its assets listed on any the financial statement of any other Person; provided, however, that the Borrower’s assets Borrower may be included in a consolidated financial statement of an Affiliate of the Borrower or the Collateral Manager (or parent company) provided that (a) appropriate notation shall be made on such Regional Management’s consolidated financial statements to indicate the separateness of the Borrower from such Person for Tax and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Person or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheetreporting purposes; (xixxxi) fail to pay its own liabilities and expenses only out of its own funds; (xxxxii) fail to pay or cause to be paid the salaries of its own employees, if any; (xxi) except applicable, in connection with any exchange offer, work-out, restructuring or the exercise light of any rights or remedies with respect to any Loan with respect to which an Obligor is or would thereby become an Affiliate, acquire the obligations or securities issued by its Affiliates or members; (xxii) guarantee any obligation of any Person, including an Affiliatecontemplated business operations; (xxiii) acquire obligations or securities of its Affiliates or stockholders; (xxiv) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (xxivxxv) fail to use separate invoices and checks bearing its own name; (xxvxxvi) except for any Permitted Lien relating to any Equity Security, pledge its assets to secure for the obligations benefit of any other Person, other than with respect to payment of the Indebtedness to the Secured Parties hereunder; (xxvixxvii) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Co-Issuer Corporate Staffing, LLC, Wilmington Trust Company, Xxxxxxx Management Company, Lord Securities Corporation, Global Securitization Services or, if none of those companies is then providing professional Independent Managers, another nationally recognized company reasonably approved by the Administrative Agent, in each case that is not an Affiliate of the Borrower, the Seller or the Collateral Manager and that provides professional Independent Managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Manager and is noton its board of managers; provided, and has never beenhowever, and will not while serving as Independent Manager be, any of the following: (a) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders, the Collateral Manager or Affiliates (other than as an Independent Manager of an Affiliate of the Borrower that is not in the direct chain of ownership of the Borrower and that is required by a creditor to be a single purpose bankruptcy-remote entity, provided that such Independent Manager is employed by a company that routinely provides professional Independent Managers may be an independent director or directors); (b) a creditor, supplier or service provider (including provider manager of professional services) to the Borrower, the Collateral Manager or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Managers and other corporate services to the Borrower, the Collateral Manager or any of its equityholders or Affiliates in the ordinary course of business); (c) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (d) a Person that controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above. A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Manager of a “another special purpose entity” entity affiliated with the Borrower shall be qualified to serve as an Independent Manager of the Borrower, provided that the fees that such individual earns from serving as Independent Manager of Affiliates of the Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year; (xxvii) fail to ensure that all limited liability company action relating to the appointment, maintenance or replacement of the Independent Manager are duly authorized by the Equityholder; provided that, unless prior written consent is provided by the Administrative Agent, the Equityholder shall not cause the Independent Manager to be removed without causeRegional Management; (xxviii) fail to provide that the unanimous consent of all managers of the Borrower (including the consent of the Borrower’s Independent Manager) is required for the Borrower to (aA) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolventnot Solvent, (bB) institute or consent to the institution of bankruptcy or insolvency proceedings Insolvency Proceedings against it, (cC) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvencyInsolvency Law, (dD) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, collateral agent custodian or any similar official for the Borrower, (eE) make any assignment for the benefit of the Borrower’s creditors, (fF) admit in writing its inability to pay its debts generally as they become due, due or (gG) take any action in furtherance of any of the foregoing; or; (xxix) replace or appoint any Person as an Independent Manager of the Borrower (A) who does not satisfy the definition of an Independent Manager and (B) with less than ten days’ prior written notice to the Administrative Agent and without an Officer’s Certificate of Regional Management that the prospective Independent Manager satisfies the definition of an Independent Manager; (xxx) (A) amend, restate, supplement or otherwise modify its Formation Documents in any respect that would impair its ability to comply with the Basic Documents or (B) fail to file require in its own Tax returns separate from those of any other Person, except limited liability company agreement that no Independent Manager may be replaced or appointed with less than ten days’ prior written notice to the extent Administrative Agent and a certification by Regional Management that the Borrower is treated prospective Independent Manager satisfies the definition of an Independent Manager; and (xxxi) not take or refrain from taking, as a “disregarded entity” for Tax purposes and is not required to file Tax returns under Applicable Lawapplicable, and pay any Taxes required to be paid under Applicable Laweach of the activities specified in the non-consolidation opinion of Xxxxxx & Bird, LLP, dated the Closing Date, upon which the conclusions expressed therein are based.