Common use of Special Purpose Entity Clause in Contracts

Special Purpose Entity. Seller shall cause the Trust Subsidiary and each TRS Facility Entity to be a special purpose entity that shall (i) own no assets other than the assets specifically contemplated by the Program Agreements, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its 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 Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates; (viii) be, and 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 Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xi) not engage in or suffer any change of ownership, 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 the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyer.

Special Purpose Entity. Seller (a) At any time when any Mortgage Loan shall cause be outstanding, the Trust Subsidiary and each TRS Facility Entity to be a special purpose entity that shall Company (i) own no assets other than the assets specifically contemplated by the Program Agreements, and will shall not engage in any businessbusiness unrelated to the business of the Subsidiary, other than the assets and transactions specifically contemplated by the Program Agreements; (ii) shall not incur have any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), assets other than pursuant those related to its interest in the Program Agreements; Subsidiary, or any indebtedness other than any indebtedness expressly permitted under the Mortgage Loan Documents, (iii) shall have books, records, accounts, financial statements, stationery, invoices and checks that are separate and apart from those of all other Persons, (iv) shall be subject to and comply with all of the limitations on powers and separateness requirements set forth herein, (v) shall hold itself out as being a Person separate and apart from all other Persons, conduct its business in its own name and exercise reasonable efforts to correct any known misunderstanding actually known to it regarding its separate identity, (vi) shall not commingle its funds or assets with those of any other Person, (vii) will maintain an arm's length relationship with its Affiliates, (viii) shall not guarantee or otherwise obligate itself with respect to the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, except as provided in the Mortgage Loan Documents, (ix) shall not pledge its assets for the benefit of any other Person or make any loans or advances to any Affiliate or third partyother Person, and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (includingexcept as provided in the Mortgage Loan Documents, as applicable, shared personnel expenses and overhead expenses) only from its 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 Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates; (viii) be, and 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 Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) shall maintain adequate capital in light of its contemplated business purposepurposes, transactions and liabilities; (xi) shall pay its own liabilities out of its own funds and reasonably allocate any overhead for shared office space, (xii) shall maintain a sufficient number of employees in light of its contemplated business operations, (xiii) shall observe all applicable limited liability company formalities in all material respects, and (xiv) shall not engage in have the power or suffer any change of ownershipauthority to, dissolutionand shall not: (1) dissolve, winding upliquidate, liquidationconsolidate, consolidation merge or merger or transfer (except as permitted by the Mortgage Loan Documents) sell all or substantially all of its properties and assets to any Person the Company's assets; or (except as contemplated herein); (xii2) not commingle its funds amend or other assets with those modify the provisions 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 the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyerthis Section.

Special Purpose Entity. Seller Unless otherwise consented to by Buyer in writing, and except as permitted by the Facility Documents, PMC shall cause the Trust each REO Subsidiary and each TRS Facility Entity to be a special purpose entity Special Purpose Entity that shall (i) own no assets other than the assets specifically contemplated by the Program AgreementsFacility Documents, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program AgreementsFacility Documents; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program AgreementsFacility Documents; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Seller’s or GuarantorAffiliates other than PMC’s Affiliatesownership of the REO Subsidiary Interests; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its 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 Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates; (viii) be, and 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 Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checksnumber; (ix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements Facility Documents with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transactionAffiliates; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xi) not engage in or suffer any change of in ownership, 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 the Trust any REO Subsidiary any proceedings of the type referred to in the definition of Act of “Insolvency Event” hereunder or seek to substantively consolidate the Trust any REO Subsidiary in connection with any Act of Insolvency Event with respect to any Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program AgreementsPerson; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entityentity other than PMC forming each REO Subsidiary and owning the REO Subsidiary Interests; (xvi) use separate stationery, invoices and checks bearing its own name; (xvii) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xviixviii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of BuyerPerson.

Special Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as any of the Transaction Documents shall cause the Trust Subsidiary and each TRS Facility Entity to remain in effect that it shall be a special purpose entity that shall Special-Purpose Entity and that: (ia) own no assets other than the assets specifically contemplated by the Program AgreementsIt is, as of each Purchase Date, and intends to remain solvent and it has paid and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses including employment and overhead expenses) only from its own assets; assets as the same shall become due. (vb) It has complied and will comply with the provisions of its incorporation, organizational and other governing documents; , including the Seller Operating Agreement. (vic) It has done or caused to be done and will do all things necessary to observe organizational applicable entity formalities and to preserve its existence, . (d) It has maintained and not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent; (vii) will maintain all of its books, records and records, financial statements and bank accounts separate from those of its Affiliates; , its members, partners, shareholders, owners and any other Person, (viiiexcept to the extent consolidation of financial statements is required under GAAP or as a matter of law) and it will file its own tax returns to the extent required by law. (e) It has been, is and will be, and 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 Affiliates as a division or part of the other and other, shall maintain and utilize a separate telephone number and separate stationery, invoices and checks, and shall pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than Purchased Mortgage Loans, the Funding Account, the Cash Management Account, cash and its interest under any associated Hedging Transactions and the Transaction Documents; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates an Eligible Mortgage Loan under its good faith belief that such Eligible Mortgage Loan will become a Purchased Mortgage Loan. (ixg) It has not engaged and will not engage in any business other than the acquisition, ownership, financing and disposition of the Purchased Mortgage Loans and associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates an Eligible Mortgage Loan under its good faith belief that such Eligible Mortgage Loan will become a Purchased Mortgage Loan. (h) It has not entered into, and will not enter into into, any transactions other than transactions specifically contemplated by the Program Agreements contract or agreement with any Affiliates of its Affiliates, except on commercially reasonable upon terms and conditions that are intrinsically fair and substantially similar to those that would be available to unaffiliated parties on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and the Mortgage Loan Documents and (B) unsecured trade payables, in an arm’s length transactionaggregate amount not to exceed $100,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased Mortgage Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 30 days of the date incurred. (xj) It has not made and will not make any loans or advances to any other Person, other than Eligible Mortgage Loans that are part of the Purchased Mortgage Loans, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than other than Eligible Mortgage Loans that are part of the Purchased Mortgage Loans) or any other Person; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates an Eligible Mortgage Loan under its good faith belief that such Eligible Mortgage Loan will become a Purchased Mortgage Loan. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposeoperations; provided, transactions and liabilities; however, that this shall not require any equity party to contribute capital to Seller. (xil) not engage in or suffer any change of ownership, 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) It will not commingle its funds or and other assets with those of any Affiliate of its Affiliates or any other Person Person. (m) It has maintained and shall will maintain its properties and assets in such a manner that it would will not be costly or difficult to identifysegregate, segregate ascertain or ascertain identify its properties and individual assets from those of others; (xiii) not institute against, any of its Affiliates or join any other Person in instituting against the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; Person. (xivn) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth Person. (o) It shall not take, and shall not permit its members to take any of the following actions: (i) dissolve or liquidate, in the Program Agreementswhole or in part; (xvii) not form, acquire consolidate or hold any Subsidiary merge with or own any equity interest in into any other entity or, except as permitted by this Agreement convey or transfer all or substantially all of its properties and assets to any entity; (xviiii) allocate fairly without the affirmative unanimous consent of all the directors of the board of directors of Seller and reasonably each Independent Director, institute any overhead for shared office space and services performed by an employee proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of an Affiliate; (xvii) not pledge its assets bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code or consent to secure the obligations filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other Person other than similar official) or Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as contemplated by they become due, or take any action in furtherance of any of the Program Agreementsforegoing; or (iv) allow Guarantor to withdraw as the sole equity owner of Seller. (p) It has conducted and shall conduct its business consistent with the requirements of being a Special-Purpose Entity. (xviiiq) It shall not amend its formation or governing documents, including have any employees. (r) It shall at all times maintain at least one Independent Director. For so long as the Trust Seller’s obligations under this Agreement and the TRS Facility Entity other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 12(o) above (including when applicable without the written consent affirmative vote of each Independent Director). (s) Upon request by Buyer, it shall promptly amend its formation, organizational and other governing documents to reflect the provisions of this Section 12.

Special Purpose Entity. Seller The Issuer has not and shall cause the Trust Subsidiary and each TRS Facility Entity to be a special purpose entity that shall not: (i) engage in any business or activity other than the purchase and receipt of Contract Assets from the Originator hereunder and such other activities as are incidental thereto; (ii) acquire or own no any material assets other than (A) the Contract Assets from the Originator hereunder and (B) incidental property as may be necessary for the operation of the Issuer; (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 or change its legal structure; (iv) 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 amend, modify, terminate, fail to comply with the provisions of its Certificates of Formation, or fail to observe entity formalities; (v) own any subsidiary or make any investment in any Person; (vi) commingle its assets with the assets specifically contemplated by the Program Agreementsof any of its Affiliates, and will not engage in or of any businessother Person, other than to the assets and transactions specifically contemplated by the Program Agreements; extent described in Section 7.01; (iivii) not incur any Indebtedness or obligationdebt, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant indebtedness created hereunder except for trade payables in the ordinary course of its business, provided that such debt is not evidenced by a note and paid when due; (viii) become insolvent or fail to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; assets as the same shall become due; (vix) comply with the provisions fail to maintain its records, books of its organizational documents; (vi) do all things necessary to observe organizational formalities account and to preserve its existence, bank accounts separate and not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate apart from those of its principal and Affiliates; (viii) be, and at all times will any other Person; (x) enter into any contract or agreement with any of its principals or Affiliates or any other Person, except upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any principal or Affiliates; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identity of Issuer 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; (xvi) fail either to hold itself out to the public as, as a legal entity separate and distinct from any other entity Person or to conduct its business solely in its own name in order not (A) to mislead others as to the identity 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 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 Affiliates as a division principals or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; Affiliates); (ixxvii) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar fail to those available to unaffiliated parties in an arm’s length transaction; (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 purposeoperations; (xviii) file or consent to the filing or any petition, transactions and liabilities; 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; (xixix) not engage in share any common logo with or suffer hold itself out as or be considered as a department or division of (A) any change of ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties principals or affiliates, (B) any Affiliate of a principal or (C) any other Person; (xx) permit any transfer (whether in any one or more transactions) of any ownership interest in the Issuer; (xxi) fail to maintain separate financial statements, showing its assets and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with liabilities separate and apart from those of any Affiliate other Person; (xxii) fail to pay its own liabilities and expenses only out of its own funds; (xxiii) fail to pay the salaries of its own employees in light of its contemplated business operations; (xxiv) acquire the obligations or any other Person and shall maintain securities of its properties and assets in such manner that it would not be costly Affiliates or difficult equity holders; (xxv) fail 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 the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for shared office space and services performed by an any employee of an Affiliate; ; (xviixxvi) not fail to use separate invoices and checks bearing its own name; (xxvii) pledge its assets to secure for the obligations benefit of any other Person other than as contemplated by Person; (xxviii) fail at any time to have at least two Independent Directors; (xxix) fail to provide that the Program Agreements; and unanimous consent of all directors (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyerthe Independent Directors) is required for the Issuer 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, custodian or any similar official for the Issuer, (E) make any assignment for the benefit of the Issuer'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; and (xxx) take or refrain from taking, as applicable, each of the activities specified in the non-consolidation opinion of Chapman and Cutler, delivered on the Closing Date, upon whicx xxx xonclusions expressed therein are based.

Special Purpose Entity. Seller Unless otherwise consented to by Administrative Agent in writing, and except as expressly permitted by the Facility Documents, Borrower and Pledgor shall cause comply with the Trust Subsidiary and each TRS Facility Entity to Documents, shall be a special purpose entity Special Purpose Entities that shall (i) own no assets other than the assets specifically contemplated by the Program Agreementsassets, and will not engage in any businesslines of business or activities, other than the assets and transactions specifically contemplated by the Program AgreementsFacility Documents; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to permitted under the Program AgreementsFacility Documents; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or GuarantorBorrower’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documentsdocuments (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, to be inconsistent with this Section 12(r) without the BuyerAdministrative Agent’s prior written consentconsent (other than its certificate of formation, to the extent such amendment or modification is required by any Requirement of Law); (vii) maintain all of its books, records and financial statements separate from those of its AffiliatesAffiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of any Requirement of Law; provided, that to the extent required by GAAP (1) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of Borrower Party from such Affiliate and to indicate that Borrower Party’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on Borrower Party’s own separate balance sheet, if prepared and (3) Borrower Party shall file its own tax returns if filed, except to the extent consolidation is required or permitted under any Requirement of Law); (viii) be, and 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 Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checksother; (ix) not enter into any transactions with any Affiliates, other than for the Asset Management Agreements and other transactions specifically contemplated permitted or required by the Program Agreements with any Affiliates Facility Documents, except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (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 purposepurposes, transactions and liabilities; provided, however, that the 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 fullest extent permitted by law, not engage in or suffer any change of ownershipChange 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 not, other than as contemplated in the Facility Documents, 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 the Trust Subsidiary any Borrower Party, any proceedings of the type referred to in the definition of Act of “Insolvency Event” hereunder or seek to substantively consolidate the Trust Subsidiary Borrower Party in connection with any Act of Insolvency Event with respect to Sellerany Borrower-Related Party or any other Person; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program AgreementsPerson; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as pledges specifically contemplated by the Program AgreementsFacility Documents; (xviii) not, without the prior unanimous written consent of all of its members and each Independent Manager, take any Insolvency Action; (xix)(a) have at all times at least one Independent Manager and (b) 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 (xviiixx) the organizational documents for each Borrower shall provide (a) that Administrative Agent be given at least two (2) Business Days prior written notice of the removal and/or replacement of any Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (b) that any Independent Manager of a Borrower shall not amend its formation or governing documents, have any fiduciary duty to anyone including the Trust Agreement holders of the equity interest in a Borrower and any Affiliates of a Borrower Party except any Borrower Party and the TRS Facility Entity Documents without creditors of a Borrower Party with respect to taking of, or otherwise voting on, the written consent Insolvency Action; provided, that the foregoing shall not eliminate the implied contractual covenant of Buyergood faith and fair dealing. Borrower Representative shall not perform its duties under this Agreement in a manner that would result in the Borrowers’ failure to comply with this Section 12(r).

Special Purpose Entity. Seller Unless otherwise consented to by Administrative Agent in writing, and except as expressly permitted by the Facility Documents, Borrower and Pledgor shall cause comply with the Trust Subsidiary and each TRS Facility Entity to Documents, shall be a special purpose entity Special Purpose Entities that shall (i) own no assets other than the assets specifically contemplated by the Program Agreementsassets, and will not engage in any businesslines of business or activities, other than the assets and transactions specifically contemplated by the Program AgreementsFacility Documents; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to permitted under the Program AgreementsFacility Documents; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or GuarantorBorrower’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documentsdocuments (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, to be inconsistent with this Section 12(r) without the BuyerAdministrative Agent’s prior written consentconsent (other than its certificate of formation, to the extent such amendment or modification is required by any Requirement of Law); (vii) maintain all of its books, records and financial statements separate from those of its AffiliatesAffiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of any Requirement of Law; provided, that to the extent required by GAAP (1) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of Borrower Party from such Affiliate and to indicate that Borrower Party’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on Borrower Party’s own separate balance sheet, if prepared and (3) Borrower Party shall file its own tax returns if filed, except to the extent consolidation is required or permitted under any Requirement of Law); (viii) be, and 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 Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checksother; (ix) not enter into any transactions with any Affiliates, other than for the Asset Management Agreements and other transactions specifically contemplated permitted or required by the Program Agreements with any Affiliates Facility Documents, except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (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 purposepurposes, transactions and liabilities; provided, however, that the 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 fullest extent permitted by law, not engage in or suffer any change of ownershipChange 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 not, other than as contemplated in the Facility Documents, 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 the Trust Subsidiary any Borrower Party, any proceedings of the type referred to in the definition of Act of “Insolvency Event” hereunder or seek to substantively consolidate the Trust Subsidiary Borrower Party in connection with any Act of Insolvency Event with respect to Sellerany Borrower-Related Party or any other Person; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program AgreementsPerson; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyer.;

Special Purpose Entity. Seller shall cause the Trust Subsidiary and each TRS Facility Entity to be a special purpose entity that shall (i) maintain its own no assets other than separate books and records and bank accounts (except that, for accounting and reporting purposes, the assets specifically contemplated by Seller may be included in the Program Agreements, consolidated financial statements of an equity owner of the Seller in accordance with GAAP) provided that (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Seller from such Affiliate and will not engage in any business, other than to indicate that the Seller’s assets and transactions specifically contemplated by credit are not available to satisfy the Program Agreementsdebts and other obligations of such Affiliate or any other Person and (B) such assets shall also be listed on the Seller’s own separate balance sheet); (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its 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 Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates; (viii) be, and at all times will hold itself out to the public as, and all other Persons as a legal entity separate from the Member and distinct from any other entity Person (including except for inclusion in consolidated financial statements of an equity owner, as described in clause (i) above) (iii) have a Board of Managers composed differently from that of the Member and any Affiliate), shall correct any known misunderstanding regarding other Person; (iv) conduct its status as a separate entity, shall conduct business in its own name, shall not identify itself name (or any trade name that will not be reasonably likely to cause confusion as to its separate existence) and strictly comply with all organizational formalities to maintain its separate existence; (v) maintain separate financial statements (except for inclusion in consolidated financial statements of an equity owner, as described in clause (i) above); (vi) except as contemplated under the provisions of clause (ix) below, pay its own liabilities only out of its own funds; (vii) maintain an arm’s length relationship with its Affiliates as and the Member and any other party furnishing services to it; (viii) maintain a division or part sufficient number of employees (which may be zero) for its contemplated business and pay the other and shall maintain and utilize a separate telephone number and separate stationerysalaries of its own employees, invoices and checksif any; (ix) not enter into allocate fairly and reasonably, and pay its share of, any transactions overhead expenses and other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar common expenses for shared office space and facilities, goods or services provided to those available to unaffiliated parties in an arm’s length transactionmultiple entities; (xxi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xixii) observe all limited liability company formalities necessary to maintain its separate identity as an entity separate and distinct from the Member and all of its other Affiliates; (xiii) hold title to its assets in its own name; (xv) not engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Article 4 of the LLC Agreement, the Facility Agreements or this Section 14 v.; (xvi) not incur, create or assume any indebtedness other than as expressly permitted under the Facility Agreements; (xvii) not to the fullest extent permitted by law, engage in or suffer seek or consent to any change of ownership, dissolution, winding up, liquidation, consolidation or consolidation, merger or sale or transfer of all or substantially all of its properties and assets except as expressly permitted pursuant to any provision of the Facility Agreements; (xviii) not fail to file separate federal or state income tax returns, if any, as may be required under applicable law (to the extent (1) not part of a consolidated return or returns or (2) not treated as a division of another taxpayer or a disregarded entity for tax purposes), and pay any taxes so required to be paid under applicable law; (xix) not assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person; provided, however, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Company and its Affiliates entered into under the LLC Agreement, or (to the extent not prohibited under the Facility Agreements) commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company; (xx) not fail to correct any known misunderstanding regarding its separate identity; (xxi) not except as otherwise contemplated herein); (xii) not under the Facility Agreements, 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 othersPerson; (xiiixxii) not institute against, acquire obligations or join any other Person in instituting against the Trust Subsidiary any proceedings securities of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Sellerits Members; (xivxxiii) will not hold itself out to be responsible pledge any of its assets for the debts or obligations benefit of any other Person other than Person, except as set forth in otherwise contemplated or permitted by the Program Facility Agreements; (xvxxiv) not formmake any loans to any other Person, acquire or buy or hold evidence of indebtedness issued by any Subsidiary other Person; (xxv) not identify its Members or own any of its Affiliates as a division or part of it (except for inclusion in consolidated financial statements of an equity owner); (xxvi) not engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (xxvii) not have or create any subsidiaries, or hold any equity interest in any other entityPerson and (xxviii) except as provided in the Facility Agreements, deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name. The Member will (i) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Seller; (xviii) allocate fairly hold itself out as a separate and reasonably any overhead for shared office space distinct entity from the Seller and services performed by an employee not identify the Seller as a division of an Affiliatethe Member; (xviiiii) not pledge maintain its assets to secure books and records and bank accounts separate from the obligations of any other Person other than as contemplated by the Program AgreementsSeller; and (xviiiiv) not amend hold its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyerassets in its own name.

Special Purpose Entity. Seller Sellers shall cause the each of REO Subsidiary and any Trust Subsidiary and each TRS Facility Entity to be a special purpose entity Special Purpose Entity that shall (i) own no assets other than the assets specifically contemplated by the Program Agreements, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or Guarantor’s any Sellers’ Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its 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 Buyer’s prior written consentconsent which shall not be unreasonably withheld; (vii) maintain all of its books, records and financial statements separate from those of its AffiliatesAffiliates (except that such financial statements may be to the extent consolidation is required under GAAP or as a matter of applicable law; provided, that (A) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of the Sellers from such Affiliate and to indicate that the Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person, (B) such assets shall also be listed on the applicable Seller’s own separate balance sheet if prepared and (C) the Sellers shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (viii) be, and 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 Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checksother; (ix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xi) not engage in or suffer any change of ownership, 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 assts from those of others; (xiii) not institute against, or join any other Person in instituting against the REO Subsidiary or a Trust Subsidiary Subsidiary, as applicable, any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the REO Subsidiary or any Trust Subsidiary Subsidiary, as applicable, in connection with any Act of Insolvency with respect to any Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program AgreementsPerson; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of BuyerPerson.

Special Purpose Entity. Unless otherwise consented to by Buyer in writing, and except as permitted by the Program Agreements or as otherwise prohibited by Requirements of Law, Seller shall cause the Trust Subsidiary and each TRS Facility Entity to be a special purpose entity Special Purpose Entity that shall (i) own no assets other than the assets specifically contemplated by the Program Agreements, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, party and shall not acquire obligations or securities of Seller’s or Guarantor’s its Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its 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 Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate from those of its AffiliatesAffiliates (except that such financial statements may be, to the extent consolidation is required under GAAP, consolidated with Guarantor or as a matter of applicable law; provided, that (A) appropriate notation shall be made on such financial statements if prepared to indicate its separateness from any such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of any such Affiliate or any other Person, (B) such assets shall also be listed on its own separate balance sheet if prepared and (C) it shall file its own tax returns, except to the extent consolidation is required or permitted under applicable law); (viii) be, and 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 Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checksother; (ix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xi) not engage in or suffer any change of ownershipDivision, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as otherwise 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 againstinstitute, or join any other Person in instituting instituting, against the Trust Subsidiary itself, any proceedings of the type referred to in the definition of “Act of Insolvency Insolvency” hereunder or seek to substantively consolidate the Trust Subsidiary itself in connection with any Act of Insolvency with respect to SellerGuarantor; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program AgreementsPerson; (xv) not form, acquire or hold any Subsidiary subsidiary or own any equity interest in any other entity; (xvi) allocate fairly use separate stationery, invoices and reasonably checks bearing its own name except as otherwise permitted by any overhead for shared office space Requirement of Law; and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than except as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyerhereunder.

Special Purpose Entity. Seller shall cause the Trust Subsidiary and each TRS Facility Entity to be a special purpose entity that shall (i) own no assets other than the assets specifically contemplated by the Program Agreements, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s 's or Guarantor’s 's Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its 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 Buyer’s 's prior written consent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates; (viii) be, and 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 Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s 's length transaction; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xi) not engage in or suffer any change of ownership, 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 the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyer.

Special Purpose Entity. Seller shall cause the Trust Subsidiary and each TRS Facility Entity to be a special purpose entity that shall (i) own no assets other than the assets specifically contemplated by the Program Agreements, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its 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 Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates; (viii) be, and 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 Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xi) not engage in or suffer any change of ownership, 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 the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyer.

Special Purpose Entity. Seller Sellers shall cause the Trust REO Subsidiary and each TRS Facility Entity to be a special purpose entity Special Purpose Entity that shall (i) own no assets other than the assets specifically contemplated by the Program Agreements, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or Guarantor’s any Sellers’ Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its 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 Buyer’s prior written consentconsent which shall not be unreasonably withheld; (vii) maintain all of its books, records and financial statements separate from those of its AffiliatesAffiliates (except that such financial statements may be to the extent consolidation is required under GAAP or as a matter of applicable law; provided, that (A) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of the Sellers from such Affiliate and to indicate that the Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person, (B) such assets shall also be listed on the PennyMac Corp.’s own separate balance sheet if prepared and (C) the Sellers shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (viii) be, and 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 Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checksother; (ix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xi) not engage in or suffer any change of ownership, 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 assts from those of others; (xiii) not institute against, or join any other Person in instituting against the Trust Subsidiary REO Subsidiary, any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust REO Subsidiary in connection with any Act of Insolvency with respect to any Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program AgreementsPerson; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of BuyerPerson.

Special Purpose Entity. Each Seller shall cause the Trust each Seller Party Subsidiary and each TRS Facility Entity to be a special purpose entity Special Purpose Entity that shall (i) own no assets other than the assets specifically contemplated by the Program Agreements, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of each Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve - 61 - its existence, and not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates; (viii) be, and 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 Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xi) not engage in or suffer any change of ownership, 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 the Trust such Seller Party Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the such Trust Subsidiary in connection with any Act of Insolvency with respect to any Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyer.

Special Purpose Entity. Seller shall cause the Trust Subsidiary and each TRS Facility Entity to be a special purpose entity that shall The Borrower will (ia) own no assets other than the assets specifically contemplated by the Program Agreementsassets, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; Loan Documents, (iib) not incur any Indebtedness indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation)contingent, other than pursuant to the Program Agreements; as contemplated hereby, (iiic) not make any loans or advances to any Affiliate or third partyparty (other than Assets), and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates; any Affiliated Party, (ivd) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; , (v) comply with the provisions of its organizational documents; (vie) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documentsarticles of incorporation or bylaws, or suffer the same to be amended, modified or otherwise changed, without the Buyer’s prior written consent; consent of the Lender, which consent shall not be unreasonably withheld, (viif) maintain all of its books, records and records, financial statements and bank accounts separate from those of its Affiliates; any Affiliated Parties, (viiig) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliated Party), 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 Affiliated Party as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationerystationary, invoices and checks; , (ix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (xh) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposeoperations, transactions and liabilities; (xii) not engage in or suffer any change of ownership, dissolution, winding winding-up, liquidation, consolidation or merger in whole or transfer all or substantially all of its properties and assets in part, (j) except to any Person (except as contemplated herein); (xii) the extent permitted in SECTION 2.7, not commingle its funds or other assets with those of any Affiliate Affiliated Party or any other Person and shall Person, (k) maintain its properties and assets in such a manner that it would will not be costly or difficult to identifysegregate, segregate ascertain or ascertain identify its properties and individual assets from those of others; any Affiliated Party or any other Person, (xiiil) not institute against, or join any other Person in instituting against the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) and will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in and (m) be formed and organized solely for the Program Agreements; (xv) purpose of holding, directly or indirectly, the Assets and not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; Assets, Asset Proceeds and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyerassets related thereto.

Special Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as any obligation under any of the Transaction Documents shall cause the Trust Subsidiary and each TRS Facility Entity to remain in effect that it shall be a special purpose entity that shall Special-Purpose Entity and that: (ia) own no assets other than the assets specifically contemplated by the Program Agreements, it is and intends to remain solvent and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; assets e, provided, that the foregoing shall not require any Person to make any capital contribution to the Seller; (vb) it has complied and will comply with the provisions of its formation, organizational and other governing documents; ; (vic) it has done or caused to be done and will do all things necessary to observe organizational applicable entity formalities and to preserve its existence, ; (d) it has maintained and not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent; (vii) will maintain all of its books, records and records, financial statements and bank accounts separate from those of its AffiliatesAffiliates and any other Person, (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of Requirements of Law; provided, that appropriate notation shall be made on such financial statements to indicate the separateness of the Seller from such Affiliate and to indicate that the Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person); (viiie) it has filed and will file its own tax returns, except to the extent that it is permitted or required by law to file consolidated tax returns (or returns having a similar effect); (f) it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), ; (g) it has corrected and shall correct any known misunderstanding regarding its status as a separate entity, ; (h) it has conducted and shall conduct business in its own name, ; (i) it has not and shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize a other; (j) to the extent it at any time uses separate telephone number and separate stationerystationary, invoices and checks; , to use the same bearing its own name (ixit being understood, however, and agreed that the Seller and its Affiliates are externally managed organizations); (k) it will allocated fairly and reasonably any overhead for shared office space and for services performed by, or any employees of, any Affiliate; (l) it has not owned and will not own any property or any other assets other than Purchased Assets, cash its interest under any associated Hedging Transactions, the Transaction Documents, the Cash Management Account and incidental personal property sufficient for the acquisition and servicing of such assets, and assets that were previously Purchased Assets subsequent to their repurchase in accordance herewith and prior to their transfer to any Affiliate or other Person for any reasonable period necessary to effect such transfer; (m) it has not engaged and will not engage in any business other than the acquisition, ownership, financing and disposition of Purchased Assets in accordance with the applicable provisions of the Transaction Documents, and entering into Hedging Transactions and servicing agreements under and in accordance therewith; (n) it has not entered into, and will not enter into into, any transactions contract or agreement with any of its Affiliates, except (i) upon terms and conditions that commercially reasonable and to those that would be available on an arm’s-length basis with Persons other than transactions specifically contemplated such Affiliate, (ii) the Mortgage Loan Purchase Documents, and (iii) agreements similar to the Mortgage Loan Purchase Documents necessary to transfer to any Affiliate any assets that were previously Purchased Assets subsequent to their repurchase in accordance herewith; (o) it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) those normal and incidental to the acquisition, ownership, financing and disposition of Purchased Assets, (B) obligations under the Transaction Documents (C) obligations under Hedging Transactions, the Servicing Agreement, and the Mortgage Loan Purchase Documents, and (D) unsecured trade payables, in an aggregate amount not to exceed $100,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred; (p) it has not made and will not make any loans or advances to any other Person, other than Eligible Assets which are, have been or will be part of the Purchased Assets, and any advances under, or applications of proceeds or any reserves maintained in respect of such Eligible Assets to the extent required or permitted by the Program Agreements applicable Purchased Asset Documents with respect thereto; (q) it has not and shall not acquire obligations or securities of any Affiliates except on commercially reasonable terms similar member or any Affiliate of any member (other than Eligible Assets which are part of the Purchased Assets or in connection with the transfer of such Eligible Assets to those available to unaffiliated parties or by the Seller in an arm’s length transaction; accordance herewith) or any other Person; (xr) it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposeoperations; provided, transactions and liabilities; however, that the foregoing shall not require or any Person to make any contribution to Seller; (xis) to the fullest extent permitted by law, it will not engage seek its dissolution, liquidation or winding up, in whole or in part, or permit or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person which it is a party to occur; (t) except as contemplated herein); (xii) pursuant to the Transaction Documents, it will not commingle its funds or and other assets with those of any Affiliate of its Affiliates or any other Person Person; (u) it has maintained and shall will maintain its properties and assets in such a manner that it would will not be costly or difficult to identifysegregate, segregate ascertain or ascertain identify its properties and individual assets from those of others; (xiii) not institute against, any of its Affiliates or join any other Person in instituting against the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; Person; (xivv) it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person Person, or hold out its credit as being available to satisfy the obligations of any other than as set forth Person, nor has it or will it assume or guarantee or become obligated for the debts of any other Person; (w) it shall not take, and shall not permit any member or manager to cause Seller to (i) dissolve or liquidate, in the Program Agreementswhole or in part; (xvii) not form, acquire consolidate or hold any Subsidiary merge with or own any equity interest in into any other entity; (xviiii) allocate fairly without the affirmative unanimous consent of all members and reasonably the Independent Director, institute or cause to be instituted any overhead proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against Seller, or file a petition or answer or consent seeking reorganization or relief on behalf of Seller under the Bankruptcy Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or order the winding up or liquidation of Seller’s affairs, or make or cause Seller to make an assignment for shared office space and services performed by an employee the benefit of an Affiliatecreditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing; (xviiiv) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the prior written consent of Buyer, which consent shall not be unreasonably withheld, amend or suffer or permit the amendment of the formation, organizational or other governing documents of Seller; or (v) allow Benefit Street Partners Realty Operating Partnership, L.P. to withdraw as the sole equity owner of Seller unless it is replaced by another wholly owned (directly or indirectly) Affiliate of Guarantor; (x) it has conducted and shall conduct its business consistent with the requirements of being a Special-Purpose Entity; (y) it shall not maintain any employees, but the foregoing shall not limit the Seller from maintaining and providing, and it shall maintain or provide, for the services of a sufficient number of personnel or other Persons to perform services on behalf of the Seller to carry on Seller’s contemplated business operations in accordance herewith (it being understood and agreed that Seller and its Affiliates are externally managed organizations); and (z) It shall at all times maintain at least one Independent Director. For so long as the Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 12(w) above (including when applicable without the affirmative vote of such Independent Director).

Special Purpose Entity. Seller (a) This Section 9 is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity. (b) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board, any Officer or any other Person, the Company shall not, without the prior unanimous written consent of the Member and the Board, including all Independent Managers, take any Material Action, and neither the Member nor the Board nor any Officer nor any other Person shall, be authorized or empowered, nor shall they permit the Company, without the prior unanimous written consent of the Member and the Board, including all of the Independent Managers, to take any Material Action; provided, however, that the Board may not vote on, or authorize the taking of, any Material Action unless there are at least two (2) Independent Managers. (c) Notwithstanding anything to the contrary contained herein or any other document governing the formation, management or operation of the Company, in addition to any other restrictions provided in this Agreement, for so long as any obligation or liability of the Company remains outstanding under any Loan Document, the Company shall not do, and the Managers shall cause the Trust Subsidiary and each TRS Facility Entity Company not to be a special purpose entity that shall do, any of the following things: (iA) engage in any business or activity other than as contemplated by Section 6; (B) acquire or own no any assets other than those related to its ownership interest in the Property; (C) except as otherwise permitted under the Loan Documents and to the fullest extent permitted by applicable law, merge or consolidate itself into or with any Person, or dissolve, terminate or liquidate in whole or in part (to the fullest extent permitted by law), transfer or otherwise dispose of all or substantially all of its assets specifically contemplated by or convert to another type of legal entity (except as permitted herein); (D) fail to preserve the Program Agreementsexistence of itself as an entity duly organized, validly existing and will not engage in good standing (if applicable) under the laws of its jurisdiction of organization, or fail to observe all limited liability company formalities, or fail to maintain its books, records, resolutions and agreements as official entity records, except as permitted herein; (E) own any businesssubsidiary, or make any investment in, any person or entity without the prior written consent of Lender; (F) commingle its funds or assets with the funds or assets of any other than Person; (G) without the assets and transactions specifically contemplated by the Program Agreements; (ii) not prior written consent of Lender, incur or assume any Indebtedness or obligationdebt on behalf of itself, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), ) other than pursuant (i) as permitted under the Loan Documents, (ii) unsecured trade payables incurred in the ordinary course of business relating to the Program Agreements; ownership and operation of the Property with trade creditors (including, without limitation, financing leases and purchase money indebtedness incurred in the ordinary course of business relating to personal property on commercially reasonable terms and conditions, except as may be prohibited by the Loan Documents) not exceeding, together with any indebtedness of Northstar TRS, at any time, a maximum amount of five percent (5%) of the Allocated Loan Amount (as defined in the Loan Documents) attributable to the Property and which are paid within sixty (60) days of incurrence, except as may be prohibited by the Loan Documents, and/or (iii) the performance of any monetary obligations of the Company, in its capacity as landlord, under that certain Lease Agreement, dated as of January 20, 2007, between the Company, as landlord, and Trimont Land Company, a corporation unaffiliated with the Company, as tenant; (H) fail to maintain the records, books of account and bank accounts and financial statements of itself separate and apart from those of any other Person, except that Company’s financial position, assets, liabilities, net worth and operating results may be included in the consolidated financial statements of an Affiliate; provided that the Company is properly reflected and treated as a separate legal entity in such consolidated financial statements, and that its assets are not available to satisfy claims of the consolidated entities; (I) other than the Loan Documents, enter into, on behalf of itself, any contract or agreement with any of its members, principals, partners and Affiliates, or any member, principal, partner or Affiliate thereof, except upon terms and conditions that are intrinsically fair, commercially reasonable and no less favorable to it than those that would be available on an arm’s-length basis with third parties, except as contemplated by the Loan Documents or by the written consent of Lender; (J) maintain its assets in such a manner that it shall be costly or difficult to segregate, ascertain or identify their respective individual assets from those of any of its members, shareholders, principals, partners and Affiliates, or any member, shareholder, principal, partner or Affiliate thereof or any other Person; (K) assume, guaranty or become obligated for the debts of any other Person, hold itself out to be responsible for the debts of any other Person, or otherwise pledge its assets for the benefit of any other Person or hold out its credit as being available to satisfy the obligations of any other Person; (L) except as otherwise permitted under the Loan Documents, make any loans or loans, advances to any Affiliate Person or third party, and shall not acquire obligations hold evidence of indebtedness issued by any other Person or securities of Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its 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 changedentity, without the Buyer’s prior written consent; consent of Lender; (viiM) maintain all of its books, records and financial statements separate from those of its Affiliates; (viii) be, and at all times will fail either to hold itself out to the public as, as a legal entity separate and distinct from any other entity or Person (including and not as a division or part of any Affiliateother Person except as required by federal or state income tax reporting), shall fail to (and has not failed to) correct any known misunderstanding regarding its status as a separate entityidentity, shall or fail to conduct its business solely in its own namename in order not (i) to mislead others as to the identity with which such other party is transacting business, shall not identify itself or (ii) to suggest that the Company is responsible for the debts of any third party (including any of their respective partners, members, principals and Affiliates, or any general partner, managing member, shareholder, principal of its Affiliates Affiliate thereof), except as a division contemplated herein or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; by any applicable Loan Documents; (ixN) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar fail to those available to unaffiliated parties in an arm’s length transaction; (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 purposeoperations; provided, transactions however, that the foregoing shall not require the Member to make any additional capital contributions to the Company; (O) fail to remain solvent or to pay its own liabilities and liabilities; (xi) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all expenses only out of its properties own funds as the same shall become due, and assets will give prompt written notice to Lender of the insolvency or bankruptcy filing of the Company or Brighton TRS or any Person managing member or controlling shareholder of the Company or Brighton TRS; (except as P) fail to pay the salaries of its own employees (if any) from its own funds and to maintain either a sufficient number of employees or independent contractors pursuant to arm’s length agreement(s) for necessary and appropriate business activities and administration in light of its contemplated herein); business operations; (xiiQ) not commingle to the extent the Company has or requires an office, fail to maintain such office through which its funds or other assets with those business shall be conducted separate and apart from that of any Affiliate or any other Person and shall maintain of 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 againstAffiliates, or join any other Person in instituting against the Trust Subsidiary any proceedings of the type referred fail to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for allocate shared expenses (including, without limitation, shared office space and services performed by an employee of an Affiliate; ) among the Persons sharing expenses; (xviiR) not pledge fail to conduct business in its assets own name; (S) fail to secure the obligations maintain and use separate stationery, invoices and checks from those of any other Person other than Person; (T) acquire the obligations or securities of its Affiliates, or have its obligations guaranteed by any Affiliate, except as contemplated by the Program AgreementsLoan Documents; (U) fail to either file its own tax returns or, if applicable, a consolidated federal income tax return, as required by applicable legal requirements; (V) violate or cause to be violated the assumptions made with respect to the Company and its members in any opinion letter pertaining to substantive consolidation delivered to Lender in connection with the Loan; (W) fail to hold its assets in its name; (X) fail to (and has not failed to) maintain an arms-length relationship with its Affiliates; and and (xviiiY) not amend its formation or governing documents, including except with the Trust Agreement and the TRS Facility Entity Documents without the prior unanimous written consent of Buyerthe Lender, Member and Board, including all Independent Managers, take or consent to any action amending or modifying any provision of the Company’s organizational documents that alters Section 8(j) or that adversely affects any of the requirements for qualifying as a Special Purpose Entity, including any amendment or modification of this Section 9 or Section 6 hereof. Failure of the Company, or any Manager or Officer on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Member. (d) The Company shall not allow direct or indirect transfers of ownership interests in or control rights over the Company that would violate the provisions of any Loan Document. (e) The Company’s obligation hereunder, if any, to indemnify its directors and officers, members, or managers, as applicable, is hereby fully subordinated to each of the Loan and the Loan Documents, and will not constitute a claim against it in the event that the cash flow in excess of the amount required to pay the amounts outstanding under the Loan Documents is insufficient to pay such obligation; and no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity hereunder, if any, shall be payable from amounts allocable to any other person pursuant to the Loan Documents. (f) To the fullest extent permitted by applicable law, the Company shall not, without the prior written consent of Lender, issue, create, exchange, dilute or modify any additional limited liability company interests of the Company other than its initial issuance of limited liability company interests issued on or prior to the date hereof. (g) This Section 9 may not be modified, altered, supplemented or amended unless the Rating Agency Condition is satisfied. As used herein, the term “Rating Agency Condition” shall mean (i) with respect to any action taken at any time before the Loan has been sold or assigned to a securitization trust, that Lender has consented in writing to such action, and (ii) with respect to any action taken at any time after the Loan has been sold or assigned to a securitization trust, that (A) Lender has consented in writing to such action, and (B) each Rating Agency (defined below) rating securities backed by such Loan shall have been given ten (10) days prior notice thereof and that each of the Rating Agencies shall have notified Lender in writing that such action will not result in a downgrade, reduction or withdrawal of the then current rating by such Rating Agency of any of securities issued by such securitization trust backed by such Loan. As used herein, the term “Rating Agency” or “Rating Agencies” shall have the meanings ascribed to those terms in the Loan Documents.

Special Purpose Entity. Seller shall cause The Borrower and the Trust Subsidiary Lessee have each observed from its date of formation and each TRS Facility Entity to be a special purpose entity that shall shall, from and after the Closing Date (i) own no assets other than as defined in the assets specifically contemplated by the Program Agreements, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligationInitial Collateral Agency Agreement), other than pursuant to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of following requirements whereby it: (a) has maintained (if any) and will maintain 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 Buyer’s prior written consent; (vii) maintain all of its own separate books, records and financial statements separate from those of its Affiliates; bank accounts; (viiib) be, and at all times has held itself and will hold itself out to the public as, and all other Persons as a legal entity separate and distinct from any other entity Person (including any Affiliate)except for services rendered on its behalf pursuant to a management, shall correct any known misunderstanding regarding service, operation or maintenance agreement with respect to its status Permitted Activities, so long as a separate entity, shall conduct business in its own name, the applicable party holds itself out as acting as an agent on behalf of it) and shall not identify itself or any of its Affiliates as a division or department or part of the other; (c) has filed and will file its own tax returns (except to the extent that it (i) is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law or (ii) files a consolidated federal income tax return with another Person as may be permitted by applicable law); (d) has not and will not commingle its assets or funds with assets or funds of any other Person; (e) has conducted and shall will conduct Permitted Activities in its own name or a trade name registered, licensed to or trademarked (or subject to an application for trademark) by it (except for services rendered on its behalf pursuant to a management, service, operation or maintenance agreement with respect to its Permitted Activities, so long as the applicable party holds itself out as acting as an agent on behalf of it) and has strictly complied and will strictly comply with all organizational formalities necessary to maintain its separate existence; (f) has maintained (if any) and utilize will maintain, from and after the Closing Date (as defined in the Initial Collateral Agency Agreement), financial statements separate from any other Person and has not and will not have its assets listed as assets on the financial statements of any other Person; provided that, (i) for so long as the ultimate parent entity of the Borrower and the Lessee is FTAI, such assets may also be listed under the “Jefferson Terminal” segment of the FTAI annual financial statements, (ii) if the ultimate parent entity of the Borrower and the Lessee is an entity other than FTAI but such entity’s annual financial statements contain a segment presentation substantially identical to FTAI’s “Jefferson Terminal” segment, such assets may also be listed under such segment and (iii) such assets may also be included in consolidated financial statements of its Affiliates, so long as (A) in any listing included in the annual financial statements referenced in clause (f)(i) or (ii) and/or in any consolidated financial statements of the Borrower and the Lessee with any of their Affiliates, footnotes are included to the effect that the Borrower and the Lessee are separate legal entities and that their assets and credit are not available to satisfy the debts, claims or other obligations of such ultimate Parent entity, Affiliates or any other Person, and (B) the assets of the Borrower and the Lessee are listed on a separate telephone number balance sheet within such annual or consolidated financial statements; (g) has paid and separate stationeryintends to pay its own liabilities and expenses only out of its own funds and assets (as distinguished from the funds and assets of another Person) (provided that there exists sufficient cash flow available to it from the operation of its Permitted Activities to enable it to do so and, invoices provided, further, that no Person shall be required to make any direct or indirect additional capital contributions or loans to it); (h) has maintained and checks; (ix) will maintain an arm’s length relationship with its Affiliates and, except for capital contributions and capital distributions permitted under the terms and conditions of its organizational documents and properly reflected in its books and records, not enter into any transactions other than transactions specifically contemplated by the Program Agreements transaction, contract or agreement with any Affiliates Affiliate, except on upon terms and conditions that are commercially reasonable terms and substantially similar to those that would be available on an arm’s-length basis with unaffiliated third parties, in each case, as reasonably determined by it in good faith and in accordance with Prudent Industry Practice; (i) has paid and intends to pay its own liabilities and expenses, including the salaries of its own employees and consultants, if any, only out of its own funds and assets (as distinguished from the funds and assets of another Person), (provided that there exists sufficient cash flow available to unaffiliated parties it from the operation of its Permitted Activities to enable it to do so and, provided, further, that no Person shall be required to make any direct or indirect additional capital contributions or loans to it) and maintain (or contract with a management company for) a sufficient number of employees in light of its contemplated business operation; (j) has not and will not assume or guarantee or become obligated for the debts or obligations of any other Person and has not and will not hold itself out to be responsible for or hold its credit or assets as being available to satisfy the debts or obligations of any other Person; (k) has allocated and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including office space, services, property or assets; (l) has used and will use, to the extent reasonably necessary in the operation of its Permitted Activities, separate stationery, invoices, and checks bearing its own name or a trade name registered, licensed to or trademarked (or subject to an armapplication for trademark) by it and not bearing the name of any other entity unless such entity is clearly designated as being the Borrower’s length transaction; agent; (xm) has not pledged and will not pledge its assets or credit for the benefit of any Affiliate and has not and will not incur any Indebtedness other than Permitted Indebtedness; (n) has corrected and will correct any known misunderstanding regarding its separate identity; (o) has maintained and intends to maintain adequate capital in light of its contemplated business purpose, transactions transactions, and liabilities, provided that there exists sufficient cash flow available to it from the operation of its Permitted Activities to enable it to do so and, provided, further, that no Person shall be required to make any direct or indirect additional capital contributions or loans to it; (p) has kept and will keep minutes of meetings of its Board of Managers and observe all other formalities of limited liability companies necessary to maintain its separate existence, and has not failed and will not fail to comply with the provisions of its organizational documents relating to bankruptcy remoteness or separateness, or amend, modify or otherwise change its organizational documents in any manner inconsistent with the covenants set forth in this Section 6.14; (q) has not acquired or held and will not acquire or hold any securities or evidence of indebtedness in any Affiliate or any other Person, other than Permitted Investments; (r) has not acquired or held and will not acquire or hold ownership interests in any Affiliate or any other Person other than, in the case of the Borrower, (i) its subsidiaries as of the Closing Date (as defined in the Initial Collateral Agency Agreement) and (ii) after the Closing Date (as defined in the Initial Collateral Agency Agreement), any of its subsidiaries that become guarantors of the Bond Obligations within 30 days of becoming a subsidiary of the Borrower; (s) has caused and will cause its managers, officers, agents, and other representatives to act at all times, consistently and in furtherance of the foregoing and in the best interests of it; (t) be a limited liability company or, to the extent permitted pursuant to Section 6.16, corporation organized in the State of Delaware that has (i) at least one (1) Independent Manager and has not caused or allowed and will not cause or allow the manager of such entity to take any voluntary Major Action unless the Independent Manager shall have participated in such vote and (ii) at least one springing member that will become the member of such entity upon the dissolution of the existing member; (i) has been, is, and will be organized solely for the acquisition, ownership, holding, marketing, operation, management, maintenance, repair, replacement, renovation, restoration, improvement, design, development, construction, financing and/or the refinancing of facilities for the transport, loading, unloading and storage of petroleum products and activities related, supplemental or incidental to any of the foregoing (collectively, the “Permitted Activities”); (xiii) has not engage leased, owned or acquired and will not lease, own or acquire any property or assets not used or useful in or suffer cash generated by its Permitted Activities; and (iii) has not entered into and will not enter into any line of business or undertake or participate in activities other than Permitted Activities or terminate such business for any reason whatsoever; (v) has not merged into or consolidated and will not merge into or consolidate with any Person, or, to the fullest extent permitted by law, dissolve, terminate, liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets, other than in connection with a transfer permitted pursuant to Section 6.16 of this Agreement, or change its legal structure (which for the avoidance of ownershipdoubt, shall not be deemed to include changes in the legal structure of any direct or indirect member, partner or Affiliate, including through the addition or removal of entities in the legal structure for the purpose of forming or collapsing a holding entity structure, to the extent such changes are not otherwise prohibited by this Agreement); (w) has not and will not permit any Affiliate or constituent party independent access to its bank accounts other than any manager acting pursuant to a management, service, operation or maintenance agreement, solely in its capacity as its agent under such agreement, and solely for its legitimate business purposes; (x) has not maintained and will not maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (y) has not made and will not make any loans or advances to any Person (other than deposits, prepayments or advances to third parties in the ordinary course of business, including, without limitation, payments to contractors, subcontractors, suppliers or service providers in the ordinary course of business); (z) has not and will not have any of its obligations to holders of the Series 2021 Bonds (or Permitted Refinancing Indebtedness in respect thereof) or the Series 2024 Bonds (or Permitted Refinancing Senior Indebtedness in respect thereof) guaranteed by an Affiliate; and (aa) has not sought, effected or permitted, and to the fullest extent permitted by law, will not seek, effect, or permit any Person to seek or effect, its liquidation, dissolution, winding up, division (whether pursuant to Section 18-217 of the Port Act or otherwise), liquidation, consolidation or merger merger, in whole or in part, into another entity or transfer all or substantially all of its properties assets, and assets to any Person (except as contemplated herein); (xii) it has not commingle its funds or other assets with those of any Affiliate or any other Person been and shall maintain its properties and assets in such manner that it would will not be costly the product or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) not institute againstsubject of, or join otherwise involved in. any other Person in instituting against the Trust Subsidiary any proceedings limited liability company division (whether as a plan of division pursuant to Section 18-217 of the type referred to in the definition of Port Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyerotherwise).

Special Purpose Entity. Participation Seller shall cause the Trust Subsidiary and each TRS Facility Entity to be a special purpose entity that shall shall, unless otherwise consented to by Buyer in writing, (i) own no assets other than the assets specifically contemplated by the Program AgreementsDocuments, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program AgreementsDocuments; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program AgreementsDocuments; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or Guarantor’s its Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its 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 the same to be amended, modified or otherwise changed, without the Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates; (viii) be, and 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 Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements Documents with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xi) not engage in or suffer any change of ownership, dissolutiondissolution (to the fullest extent permitted by applicable law), 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 the Trust Subsidiary itself any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency Sections 18(g)-(i) with respect to a Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program AgreementsDocuments; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program AgreementsDocuments; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents acquire any real estate owned property without the prior written consent of BuyerBuyer (collectively (i) - (xviii), the “Special Purpose Entity Requirements”).

Special Purpose Entity. Seller (a) The Trust shall cause not incur any additional debt, other than debt related to the Notes outstanding, unless the additional debt is fully subordinated to the Notes outstanding, and in either case, (x) is nonrecourse to the Trust Subsidiary and each TRS Facility Entity to be a special purpose entity that shall (i) own no or any of its assets other than cash flow in excess of amounts necessary to pay the assets specifically contemplated by the Program AgreementsNoteholders, and will (y) does not constitute a claim against the Trust to the extent that funds are insufficient to pay such additional debt. (b) The Trust shall not engage in any businessdissolution, other than liquidation, consolidation, merger, or asset sale, except as provided in the assets and transactions specifically contemplated by Operative Agreements, so long as the Program Agreements; (ii) not incur any Indebtedness or obligationNotes are outstanding, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant without prior written notice to the Program Rating Agencies. (c) The Trust shall maintain its books and records separate from any Person or entity. (d) The Trust shall maintain its accounts separate from those of any other Person or entity. (e) The Trust shall not commingle its assets with those of any other Person or entity. (f) The Trust shall conduct its business in its own name. (g) Except as provided in the Operative Agreements; , the Trust shall pay its own liabilities out of its own funds. (iiih) The Trust shall observe all formalities required by its organizational documents. (i) The Trust shall maintain an arm’s-length relationship with its affiliates, if any. (j) The Trust shall not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligations of others. (k) Except as provided in the Operative Agreements, the Trust shall not acquire obligations or securities of any affiliate. (l) The Trust shall not pledge its assets for the benefit of any other entity or make any loans or advances to any Affiliate or third partyentity, and except as provided in the Operative Agreements. (m) The Trust shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its 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 Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates; (viii) be, and at all times will hold itself out to the public as, as a legal entity separate and distinct from any other entity entity. (including any Affiliate), n) The Trust shall correct any known misunderstanding regarding its status separate identity. (o) Except as provided in the Operative Agreements, the Trust does not, and will not have, assets other than assets contributed to it by the Certificateholder or sold to it by the Depositor. (p) The Trust is solvent and will not be rendered insolvent by the transactions contemplated by the Operative Agreements and, after giving effect to such transactions, the Trust will not have intended to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. There is no contemplation of the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a separate entityreceiver, shall conduct business liquidator, conservator, trustee or similar official in its own name, shall not identify itself respect of the Trust or any of its Affiliates assets. (q) All the trust certificates of the Trust are owned by the Initial Certificateholder. (r) So long as a division any Notes are outstanding, the Trust shall not claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the other and Trust Fund. (s) So long as any Notes are outstanding, the Trust shall maintain and utilize a separate telephone number and separate stationerynot (a) permit the validity or effectiveness of the Indenture to be impaired, invoices and checks; (ix) not enter into any transactions other than transactions specifically contemplated by or permit the Program Agreements with any Affiliates except on commercially reasonable terms similar lien of the Indenture to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital in light of its contemplated business purposebe amended, transactions and liabilities; (xi) not engage in hypothecated, subordinated, terminated or suffer any change of ownershipdischarged, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to permit any Person (except as contemplated herein); (xii) not commingle its funds to be released from any covenants 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 the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency obligations with respect to Seller; the Notes under the Indenture except as may be expressly permitted by the Operative Agreements, (xivb) will not hold itself out permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of the Indenture) to be responsible for created on or extend to or otherwise arise upon or burden the debts Trust Fund or obligations of any other Person part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case with respect to any Trust Fund and arising solely as set forth a result of an action or omission of a mortgagor or as otherwise permitted in the Program Agreements; Transfer and Servicing Agreement) or (xvc) permit the lien of the Indenture not formto constitute a valid first priority (other than with respect to any such tax, acquire mechanics’ or hold any Subsidiary other lien) or own any equity as otherwise permitted in the Transfer and Servicing Agreement) security interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and Fund. (t) So long as any Notes are outstanding, except with the TRS Facility Entity Documents without the prior written consent of Buyerthe Ownership Certificateholder and the Note Insurer (as long as no Note Insurer Default has occurred and is continuing), the Trust shall not take any action described in Section 5.6 of this Agreement. (u) So long as any Notes are outstanding, the Trust shall not take any action or fail to take any action that would result in an entity level tax on the Trust. (v) The capital of the Trust is adequate for the business and undertakings of the Trust. (w) Other than with respect to the purchase by the Initial Certificateholder of the Ownership Certificate (including any rights contained therein) and the Servicing Strip Certificate, the Trust is not engaged in any business transactions with the Initial Certificateholder.

Special Purpose Entity. Except as contemplated by the Facility Documents, Seller shall, and shall cause the Trust REO Subsidiary and each TRS Facility Entity to be a special purpose entity that shall (i) own no assets other than the assets specifically contemplated by the Program Agreementsassets, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program AgreementsFacility Documents; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), maintain books and records separate from those of all other than pursuant to the Program AgreementsPersons; (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 REO Subsidiary Agreement, as applicable; (ix) not guarantee or become obligated for the debts of any other Person or make any loans or advances to any Affiliate or third party, other Person and shall not acquire obligations or securities of Seller’s or Guarantor’s AffiliatesAffiliates other than Seller’s ownership of the REO Subsidiary Interests and Participation Interests; (ivx) pay not acquire the direct or indirect obligations of, or securities issued by, its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assetsshareholders or any Affiliate; (vxi) comply allocate fairly and reasonably any overhead for expenses that are shared with an Affiliate, including paying for the provisions office space and services performed by any employee of its organizational documentsany Affiliate; (vixii) 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 Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates; (viii) be, and 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 promptly correct any known misunderstandings regarding its separate identity, hold all of its assets in its own name, and not identify itself or any of its Affiliates as a division or part of the any other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checksPerson; (ixxiii) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transactionreserved; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xixiv) not engage in or suffer any change of in ownership, dissolution, winding winding-up, liquidationdissolve or liquidate in whole or in part except as otherwise provided in Seller’s organizational documents or the REO Subsidiary Agreement, consolidation as applicable; (xv) not consolidate or merger merge, in whole or in part, with or into any other entity or sell, lease, assign, convey or otherwise transfer all or substantially all of its properties and assets to any Person (except as contemplated herein)Person; (xiixvi) not commingle take any action that knowingly shall cause the Seller or the REO Subsidiary to become insolvent; (xvii) use separate stationery, invoices, and checks bearing its funds own name; (xviii) not incur or other assets with those of assume any Affiliate or any other Person and shall maintain Indebtedness; (xix) not hold out its properties and assets in such manner that it would not be costly or difficult credit as being available to identify, segregate or ascertain its properties and assets from those satisfy the obligations of others; (xiiixx) not institute againstmake any loans or advances to any third party, and shall not acquire obligations or join any other Person in instituting against the Trust Subsidiary any proceedings securities of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Sellerits Affiliates; (xivxxi) will not hold itself out to be responsible maintain adequate capital for the debts or normal obligations reasonably foreseeable in a business of any other Person other than as set forth its size and character and in the Program Agreementslight of its contemplated business operations; (xvxxii) file separate tax returns from those of each Person and entity except as may be required by law; (xxiii) have an Independent Member; (xxiv) except as contemplated by this Agreement and the other Facility Documents not form, acquire or hold any Subsidiary or own any equity interest in any other entityentity other than the REO Subsidiary Interests LEGAL02/41441953v3 and the Participation Interests; and (xvixxv) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge maintain its assets in a manner that will not be costly or difficult to secure the obligations segregate ascertain or identify from those of any other Person other than as contemplated by Person. Seller and REO Subsidiary shall not permit any modification or restructuring of Seller’s organizational documents or the Program Agreements; and REO Subsidiary Agreement (xviii) not amend its formation or governing documentsincluding, including without limitation, any changes in the Trust Agreement cash flow with respect to the Seller’s organizational documents and the TRS Facility Entity Documents REO Subsidiary Agreement) without the written consent of the Buyer.

Special Purpose Entity. Seller The Issuer has not and shall cause the Trust Subsidiary and each TRS Facility Entity to be a special purpose entity that shall not: (i) engage in any business or activity other than the purchase and receipt of Contract Assets from the Originator hereunder and such other activities as are incidental thereto; (ii) acquire or own no any material assets other than (A) the Contract Assets from the Originator hereunder and (B) incidental property as may be necessary for the operation of the Issuer; (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 or change its legal structure; (iv) 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 amend, modify, terminate, fail to comply with the provisions of its Certificates of Formation, or fail to observe entity formalities; (v) own any subsidiary or make any investment in any Person; (vi) commingle its assets with the assets specifically contemplated by the Program Agreementsof any of its Affiliates, and will not engage in or of any businessother Person, other than to the assets and transactions specifically contemplated by the Program Agreements; extent described in Section 7.01; (iivii) not incur any Indebtedness or obligationdebt, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant indebtedness created hereunder except for trade payables in the ordinary course of its business, provided that such debt is not evidenced by a note and paid when due; (viii) become insolvent or fail to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; assets as the same shall become due; (vix) comply with the provisions fail to maintain its records, books of its organizational documents; (vi) do all things necessary to observe organizational formalities account and to preserve its existence, bank accounts separate and not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate apart from those of its principal and Affiliates; (viii) be, and at all times will any other Person; (x) enter into any contract or agreement with any of its principals or Affiliates or any other Person, except upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any principal or Affiliates; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identity of Issuer 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; (xvi) fail either to hold itself out to the public as, as a legal entity separate and distinct from any other entity Person or to conduct its business solely in its own name in order not (A) to mislead others as to the identity 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 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 Affiliates as a division principals or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; Affiliates); (ixxvii) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar fail to those available to unaffiliated parties in an arm’s length transaction; (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 purposeoperations; (xviii) file or consent to the filing or any petition, transactions and liabilities; 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; (xixix) not engage in share any common logo with or suffer hold itself out as or be considered as a department or division of (A) any change of ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties principals or affiliates, (B) any Affiliate of a principal or (C) any other Person; (xx) permit any transfer (whether in any one or more transactions) of any ownership interest in the Issuer; (xxi) fail to maintain separate financial statements, showing its assets and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with liabilities separate and apart from those of any Affiliate other Person; (xxii) fail to pay its own liabilities and expenses only out of its own funds; (xxiii) fail to pay the salaries of its own employees in light of its contemplated business operations; (xxiv) acquire the obligations or any other Person and shall maintain securities of its properties and assets in such manner that it would not be costly Affiliates or difficult equity holders; (xxv) fail 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 the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for shared office space and services performed by an any employee of an Affiliate; ; (xviixxvi) not fail to use separate invoices and checks bearing its own name; (xxvii) pledge its assets to secure for the obligations benefit of any other Person other than as contemplated by Person; (xxviii) fail at any time to have at least two Independent Directors; (xxix) fail to provide that the Program Agreements; and unanimous consent of all directors (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyerthe Independent Directors) is required for the Issuer 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, custodian or any similar official for the Issuer, (E) make any assignment for the benefit of the Issuer'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; and (xxx) take or refrain from taking, as applicable, each of the activities specified in the non-consolidation opinion of Xxxxxxx and Xxxxxx, delivered on the Closing Date, upon which the conclusions expressed therein are based.

Special Purpose Entity. The applicable Seller shall cause the Trust REO Subsidiary and each TRS Facility Entity to be a special purpose entity Special Purpose Entity that shall (ia) own no assets other than the assets specifically contemplated by the Program Agreementsassets, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program AgreementsDocuments; (iib) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing Guaranteeing any obligation), other than pursuant to the Program AgreementsDocuments; (iiic) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Seller’s or Guarantor’s 's Affiliates; (ivd) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ve) comply with the provisions of its organizational documents; (vif) 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 Buyer’s 's prior written consentconsent which shall not be unreasonably withheld; (viig) maintain all of its books, records and records, financial statements and bank accounts separate from those of its Affiliates; (viiih) be, and 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 Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (xi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purpose, transactions and liabilitiesoperations; (xij) not engage in or suffer any change of ownershipChange in Control, dissolution, winding up, liquidation, consolidation or merger in whole or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein)in part; (xiik) not commingle its funds or other assets with those of any Affiliate or any other Person and shall Person; (l) maintain its properties and assets in such a manner that it would will not be costly or difficult to identifysegregate, segregate ascertain or ascertain identify its properties and individual assets from those of othersany Affiliate or any other Person; (xiiim) not institute against, or join any other Person in instituting against the Trust Subsidiary REO Subsidiary, any proceedings of the type referred to in the definition of Act of Insolvency insolvency or similar proceeding hereunder or seek to substantively substantially consolidate the Trust REO Subsidiary in connection with any Act of Insolvency insolvency proceeding with respect to the related Seller; (xivn) comply with the provisions of its organizational documents; and (o) and will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of BuyerPerson.

Special Purpose Entity. Each Seller shall cause the Trust each Seller Party Subsidiary and each TRS Facility Entity to be a special purpose entity Special Purpose Entity that shall (i) own no assets other than the assets specifically contemplated by the Program Agreements, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of each Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its 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 Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates; (viii) be, and 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 Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xi) not engage in or suffer any change of ownership, 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 the Trust such Seller Party Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the such Trust Subsidiary in connection with any Act of Insolvency with respect to any Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyer.

Special Purpose Entity. Seller shall cause Each of the Trust Subsidiary Issuer and each TRS Facility Entity to be a special purpose entity that shall the Transferor, at all times: (i) own no assets other than the assets specifically contemplated by the Program Agreements, and will not engage in any business, other than the assets and transactions specifically contemplated by the Program Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities corporate formalities, and to preserve its existenceexistence as a single-purpose, bankruptcy-remote entity; (ii) shall allocate fairly and not amend, modify or otherwise change reasonably and pay from its organizational documents, or suffer same to be amended, modified or otherwise changed, without own funds the Buyer’s prior written consent; cost of (viii) maintain all any overhead expenses (including paying for any office space) shared with any of its booksAffiliates and (ii) any services (such as asset management, records legal and financial statements separate from those accounting) that are provided jointly to it and one or more of its Affiliates; ; (viiiiii) shall maintain and utilize separate invoices and checks bearing its own name; (iv) shall be, and at all times will 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; (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, vi) shall conduct its business and activities in its own name, 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 identify itself engage in any business or any of its Affiliates as a division or part activity other than the ownership, operation and maintenance of the Receivables, the issuance of notes pursuant to the Indenture and activities incidental thereto; (viii) shall not acquire or own any material assets other than the Receivables, and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; such incidental personal property as may be necessary for the operation of the Receivables; (ix) shall not enter merge into any transactions other than transactions specifically contemplated by the Program Agreements or consolidate with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties Person or dissolve, terminate or liquidate in an arm’s length transaction; (x) maintain adequate capital whole or in light part, transfer or otherwise dispose of its contemplated business purpose, transactions and liabilities; (xi) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties assets or change its legal structure, without in each case the Agent’s consent; (x) shall not fail to preserve its existence as an entity duly organized, validly existing and assets 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 Agent, amend, modify, terminate or fail to comply with the provisions of its partnership agreement, certificate of limited partnership, bylaws, articles of incorporation, operating agreement, articles of organization, certificate of trust, trust agreement or other similar organizational documents, as the case may be; (xi) shall not own any Subsidiary (except for the Issuer) or make any equity investment in any Person (except as contemplated herein); without the consent of the Agent; (xii) except in connection with the servicing of the Receivables, shall not commingle its funds or other assets with the assets of any of its members, general partners, shareholders, Affiliates, principals or of any other Person; (xiii) shall not incur any Indebtedness for borrowed money, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Secured Obligations; (xiv) shall not fail to maintain its records, books of accounts and bank accounts separate and apart from those of any Affiliate its members, partners, shareholders, principals and Affiliates or any other Person and Person; (xv) shall maintain not, other than its properties and assets formation documents or any Transaction Documents or documents relating to other Series issued pursuant to the Indenture or as otherwise provided in such manner that it would not be costly the Transaction Documents or difficult documents relating to identifyother Series issued pursuant to the Indenture, segregate enter into any contract or ascertain agreement with any of its properties and assets from those of others; (xiii) not institute againstmembers, general partners, shareholders, principals or Affiliates, or join any other Person in instituting against the Trust Subsidiary member, general partner, shareholder, principal or Affiliate of any proceedings of the type referred foregoing, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any of its members, general partners, shareholders, principals or Affiliates, or any member, general partner, shareholder or Affiliate of any of the foregoing; (xvi) shall not seek its dissolution or winding up in whole, or in part; (xvii) shall not fail to correct any known misunderstandings regarding its separate identity; (xviii) other than as provided in the definition of Act of Insolvency hereunder Transaction Documents or seek documents relating to substantively consolidate other Series issued pursuant to the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will Indenture, shall not hold itself out to be responsible for the debts Indebtedness or obligations liabilities of another Person; (xix) shall not, other than owning the Receivables purchased from the Seller pursuant to the Receivables Purchase Agreement, solely in the case of the Transferor, and owning the Receivables purchased from the Transferor pursuant to the Transfer and Servicing Agreement, solely in the case of the Issuer, make any loans or advances to any third party, including any member, general partner, shareholder, principal or Affiliate of the Issuer, the Seller, the Servicer, the Transferor or any member, general partner, shareholder, principal or Affiliate of any other Person other than as set forth of the foregoing; (xx) 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 (provided that this clause shall not require any owner of the Program AgreementsTransferor or the Issuer to make any contribution of capital to the Transferor or the Issuer); and (xvxxi) not formshall not, acquire except for invoicing for collections and servicing of Receivables, share any common logo with (i) any of its general partners, shareholders, principals, members or hold Affiliates, (ii) any Subsidiary Affiliate of any of its general partners, shareholders, principals or own any equity interest in members, or (iii) any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of BuyerPerson.

Special Purpose Entity. Seller shall cause the Trust Subsidiary and each TRS Facility Entity to be a special purpose The Purchaser is an entity that shall (i) own no assets other than the assets specifically contemplated by the Program Agreements, and will not engage in any business, other than the with assets and transactions specifically contemplated by the Program Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its 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 Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates; (viii) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from those of the Seller and any Affiliates thereof, and the Seller hereby acknowledges that the Administrative Agent, the Lender, the Collateral Agent, the Collateral Custodian and the other Secured Parties are entering into the transactions contemplated by the Loan and Servicing Agreement in reliance upon the Purchaser’s identity as a legal entity (including any Affiliate)that is separate from the Seller and from each other Affiliate of the Seller. Therefore, from and after the date of execution and delivery of this Agreement, the Seller shall correct any known misunderstanding regarding its status take all reasonable steps, including, without limitation, all steps that the Administrative Agent, the Lender and the Collateral Agent may from time to time reasonably request, to maintain the Purchaser’s identity as a separate entitylegal entity and to make it manifest to third parties that the Purchaser is an entity with assets and liabilities distinct from those of the Seller and each other Affiliate thereof and not just a division of the Seller or any such other Affiliate (other than for tax purposes). Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Seller shall conduct business take all reasonable steps to ensure that the Purchaser has not and will not take, refrain from taking, or fail to take (as applicable) any action described in Section 9(j) of its own namelimited liability company operating agreement and Sections 5.01(a), 5.01(b), 5.02(a) and 5.02(b) of the Loan and Servicing Agreement; provided that, for the avoidance of doubt, the Seller shall not identify itself or be required to expend any of its Affiliates as a division or part own funds to cause the Purchaser to be in compliance with subsection 5.02(a)(v) of the other Loan and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ixServicing Agreement or subsection 5.01(b)(xvii) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xi) not engage in or suffer any change of ownership, 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 the Trust Subsidiary any proceedings of the type referred Loan and Servicing Agreement (it being understood that this proviso shall in no way affect the obligation of Seller to in manage the definition activities and liabilities of Act the Purchaser such that the Purchaser maintains compliance with either of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyerforegoing subsections).

Special Purpose Entity. Each Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as any of the Transaction Documents shall cause the Trust Subsidiary and each TRS Facility Entity to remain in effect that it shall be a special purpose entity that shall Special-Purpose Entity and that: (ia) own no assets other than the assets specifically contemplated by the Program AgreementsIt is, as of each Purchase Date, and will not engage in any business, other than the assets intends to remain solvent and transactions specifically contemplated by the Program Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant it has paid and intends to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses including employment and overhead expenses) only from its own assets; assets as the same shall become due. (vb) It has complied and will comply with the provisions of its formation, organizational and other governing documents; , including its Seller Constitutional Document. (vic) It has done or caused to be done and will do all things necessary to observe organizational applicable entity formalities and to preserve its existence, . (d) It has maintained and not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent; (vii) will maintain all of its books, records and records, financial statements and bank accounts separate from those of its Affiliates; , its members, partners, shareholders, owners and any other Person, (viiiexcept to the extent consolidation of financial statements is required under GAAP or as a matter of law) and it will file its own tax returns to the extent required by law. (e) It has been, is and will be, and 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 Affiliates as a division or part of the other and any of its Affiliates, shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; , and shall pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (ixf) It has not entered into, and will not enter into into, any transactions other than transactions specifically contemplated by the Program Agreements contract or agreement with any Affiliates of its Affiliates, except on commercially reasonable upon terms and conditions that are intrinsically fair and substantially similar to those that would be available to unaffiliated parties on an arm’s-length basis with Persons other than such Affiliate. (g) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) obligations under the Transaction Documents, the Loan Documents and any Hedging Transactions and (ii) unsecured trade payables, in an arm’s length transactionaggregate amount not to exceed $250,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (x60) days of the date incurred. (h) It has not made and will not make any loans or advances to any other Person, other than Eligible Loans that are intended to be part of the Purchased Loans, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person (other than other than Eligible Loans that are intended to be part of the Purchased Loans). (i) It intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposeoperations; provided, transactions and liabilities; however, that this shall not require any equity party to contribute capital to such Seller. (xij) not engage in or suffer any change of ownership, 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) It will not commingle its funds or and other assets with those of any Affiliate of its Affiliates or any other Person Person. (k) It has maintained and shall will maintain its properties and assets in such a manner that it would will not be costly or difficult to identifysegregate, segregate ascertain or ascertain identify its properties and individual assets from those of others; (xiii) not institute against, any of its Affiliates or join any other Person in instituting against the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; Person. (xivl) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person Person. (m) It shall not take, and shall not permit its members to take, any of the following actions with respect to such Seller: (i) dissolve or liquidate, in whole or in part; (ii) consolidate or merge with or into any other than entity or, except as set forth permitted by this Agreement convey or transfer all or substantially all of its properties and assets to any entity; or (iii) without the affirmative unanimous consent of all members and each Independent Manager, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of such Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (n) It shall not have any employees. (o) It shall (x) at all times (in the Program Agreements; (xvcase of Seller 1 and Seller 2) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviiiy) not amend its formation or governing documents, including at all times from and after the Trust Initial Purchase Date relating to the first Transaction entered into by Seller 3 and Buyer (in the case of Seller 3) maintain at least one Independent Manager. For so long as such Seller’s obligations under this Agreement and the TRS Facility Entity other Transaction Documents are outstanding, such Seller shall not take any of the actions contemplated by Section 13(n) above (including when applicable without the written consent affirmative vote of Buyereach Independent Manager).

Special Purpose Entity. Unless otherwise consented to by Buyer in writing, and except as permitted by the Facility Documents, each Seller Party shall cause the Trust Subsidiary and each TRS Facility Entity to be a special purpose entity Special Purpose Entity that shall (i) shall not (x) own no assets other than (A) in the assets specifically contemplated by case of Trust Subsidiary, the Program AgreementsUnderlying Mortgage Loans and (B) in the case of Seller, the Trust Interests and will not (y) engage in any business, other than the assets and transactions specifically contemplated by the Program AgreementsFacility Documents; (ii) shall not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Program AgreementsFacility Documents; (iii) except as contemplated by this Agreement and the other Facility Documents not make any loans or advances to any Affiliate or third party, party and shall not acquire obligations or securities of Sellerany Seller Party’s or Guarantor’s AffiliatesAffiliates other than Seller’s ownership of the Trust Interests; (iv) shall pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) shall comply with the provisions of its organizational documents; (vi) shall 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 Buyer’s prior written consent; (vii) shall maintain all of its books, records and financial statements separate from those of its AffiliatesAffiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of applicable law); (viii) shall be, and 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, name and shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checksother; (ix) shall not enter into any transactions other than transactions specifically contemplated by the Program Agreements Facility Documents with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transactionAffiliates; (x) shall maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xi) shall not engage in or suffer any change of ownershipin ownership other than transactions specifically contemplated by the Facility Documents, 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) shall 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) shall not institute against, or join any other Person in instituting against the Seller or Trust Subsidiary any proceedings of the type referred to in the definition of Act of “Insolvency Event” hereunder or seek to substantively consolidate the Seller or Trust Subsidiary in connection with any Act of Insolvency Event with respect to Seller, Trust Subsidiary or Guarantor; (xiv) will shall not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program AgreementsPerson; (xv) except as contemplated by this Agreement and the other Facility Documents, shall not form, acquire or hold any Subsidiary or own any equity interest in any other entityentity other than the Trust Interests; (xvi) shall allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) shall not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyerexcept pursuant to this Agreement.

Special Purpose Entity. Seller The Issuer has not and shall cause the Trust Subsidiary and each TRS Facility Entity to be a special purpose entity that shall not: (i) engage in any business or activity other than the purchase and receipt of Contract Assets from the Originator hereunder and such other activities as are incidental thereto; (ii) acquire or own no any material assets other than (A) the Contract Assets from the Originator hereunder and (B) incidental property as may be necessary for the operation of the Issuer; (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 or change its legal structure; (iv) 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 amend, modify, terminate, fail to comply with the provisions of its Certificates of Formation, or fail to observe entity formalities; (v) own any subsidiary or make any investment in any Person; (vi) commingle its assets with the assets specifically contemplated by the Program Agreementsof any of its Affiliates, and will not engage in or of any businessother Person [, other than to the assets and transactions specifically contemplated by the Program Agreements; extent described in Section 7.01]; (iivii) not incur any Indebtedness or obligationdebt, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant indebtedness created hereunder except for trade payables in the ordinary course of its business, provided that such debt is not evidenced by a note and paid when due; (viii) become insolvent or fail to the Program Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; assets as the same shall become due; (vix) comply with the provisions fail to maintain its records, books of its organizational documents; (vi) do all things necessary to observe organizational formalities account and to preserve its existence, bank accounts separate and not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent; (vii) maintain all of its books, records and financial statements separate apart from those of its principal and Affiliates; (viii) be, and at all times will any other Person; (x) enter into any contract or agreement with any of its principals or Affiliates or any other Person, except upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any principal or Affiliates; (xi) seek its dissolution or winding up in whole or in part; (xii) fail to correct any known misunderstandings regarding the separate identity of Issuer 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; (xvi) fail either to hold itself out to the public as, as a legal entity separate and distinct from any other entity Person or to conduct its business solely in its own name in order not (A) to mislead others as to the identity 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 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 Affiliates as a division principals or part of the other and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; Affiliates); (ixxvii) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar fail to those available to unaffiliated parties in an arm’s length transaction; (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 purposeoperations; (xviii) file or consent to the filing or any petition, transactions and liabilities; 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; (xixix) not engage in share any common logo with or suffer hold itself out as or be considered as a department or division of (A) any change of ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties principals or affiliates, (B) any Affiliate of a principal or (C) any other Person; (xx) permit any transfer (whether in any one or more transactions) of any ownership interest in the Issuer; (xxi) fail to maintain separate financial statements, showing its assets and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with liabilities separate and apart from those of any Affiliate or any other Person Person; (xxii) fail to pay its own liabilities and shall maintain expenses only out of its properties and assets own funds; (xxiii) fail to pay the salaries of its own employees in such manner that it would not be costly or difficult to identify, segregate or ascertain light of its properties and assets from those of others; contemplated business operations; (xiiixxiv) not institute against, or join any other Person in instituting against the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations or securities of any other Person other than as contemplated by the Program Agreements; and (xviii) not amend its formation Affiliates or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyer.equity holders;