Common use of Separate Legal Entity Clause in Contracts

Separate Legal Entity. The Issuer hereby acknowledges that the Trustee and the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth herein, the Issuer shall take such actions as shall be required in order that: (i) The Issuer will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) At least two directors of the Issuer (the “Independent Directors”) shall be individuals who are not present or former directors, officers, employees or 5% beneficial owners of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its Affiliates. The limited liability company agreement of the Issuer shall provide that (i) the Issuer shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iii) any employee, consultant or agent of the Issuer will be compensated from funds of the Issuer, as appropriate, for services provided to the Issuer; (iv) the Issuer will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction of the Required Noteholders; (vi) the Issuer’s books and records will be maintained separately from those of any other Person; (vii) all audited financial statements of any Person that are consolidated to include the Issuer will contain notes clearly stating that (A) all of the Issuer’s assets are owned by the Issuer, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer hereby acknowledges that the Trustee Trustee, the Certificateholders and the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth herein, the Issuer shall take such actions as shall be required in order that: (i) The Issuer will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) At least two directors of the Issuer (the “Independent Directors”) shall be individuals who are not present or former directors, officers, employees or 5% beneficial owners of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its Affiliates. The limited liability company agreement of the Issuer shall provide that (i) the Issuer shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iii) any employee, consultant or agent of the Issuer will be compensated from funds of the Issuer, as appropriate, for services provided to the Issuer; (iv) the Issuer will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction of the Required Noteholders; (vi) the Issuer’s books and records will be maintained separately from those of any other Person; (vii) all audited financial statements of any Person that are consolidated to include the Issuer will contain notes clearly stating that (A) all of the Issuer’s assets are owned by the Issuer, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee each Lender and the Noteholders Administrative Agent are entering into the transactions contemplated by this Base Indenture Loan Agreement and the other Transaction Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from any other Personits Affiliates and from Affiliates of Imperial. Therefore, from and after the date hereofInitial Closing Date, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1(b), the Issuer Borrower shall take such actions as shall be required in order that: (i) The Issuer Borrower will be a limited purpose limited liability company partnership whose primary activities are restricted in its operating agreement the Borrower Organizational Documents to owning financial Policies and certain related assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) At least two directors one manager of the Issuer GP Parent (the “Independent DirectorsManager”) and at least one director of the LP Parent (the “Independent Director”) shall be individuals an individual who are (i) is not a present or former directorsdirector, officersmanager, employees officer, employee, supplier, customer or five percent (5% %) beneficial owners owner of the outstanding common stock equity interests of any Person or entity beneficially owning any outstanding shares of common stock of Oportun the Borrower, Parent Pledgors, Guarantor, Imperial or any Affiliate thereofof any of them and (ii) has at least three years of employment experience with one or more entities with a national reputation and presence that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities, and is currently employed by such an entity; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Manager or an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent any Affiliate of the Borrower or any of its AffiliatesImperial. The limited liability company agreement organizational documents of the Issuer GP Parent, the LP Parent and Borrower shall provide that (i) in the Issuer case of the GP Parent, the approval of all managers, including the Independent Manager, and in the case of the LP Parent, the approval of all directors, including the Independent Director, and in the case of the Borrower, all managers of the GP Parent including the Independent Manager, shall not approve, be required in order to approve of such partner of the Borrower or take the Borrower taking any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower, and shall indicate that no such action by such partner of the Borrower or the Borrower is valid unless the Independent Directors Manager or Independent Director, as indicated above, shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision provisions and such delegation cannot be rescinded or amended without the prior written consent of the Independent DirectorsManager or Independent Director, as appropriate; (iii) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (iv) the Issuer will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis each of actual use or the value of services rendered, and otherwise them on a basis reasonably related to the actual use or the value of services renderedreasonable and fair basis; (v) the Issuer’s operating expenses will not be paid by any other Person except The Borrower shall hold itself out as permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction of the Required Noteholdersa separate entity; (vi) the Issuer’s The Borrower will maintain books and records will be maintained separately from those of any other Person, including all of its partners; (vii) all The Borrower shall pay its own material liabilities out of its own funds; (viii) The Borrower shall not acquire any obligations or securities of its partners or shareholders; (ix) All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain notes clearly stating and conspicuously indicating (in appropriate notes or otherwise) that (A) all of the IssuerBorrower’s assets are owned by the IssuerBorrower, and (B) the Issuer Borrower is a separate entity; (viiix) the IssuerThe Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixxi) the Issuer The Borrower will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables Pledged Policies to the extent explicitly permitted by this Indenture and the other Transaction Documents; (xxii) the Issuer The Borrower shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xixiii) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer The Borrower shall maintain an arm’s length relationship with its partners and other Affiliates and Affiliates of Imperial; (xiv) The Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xiixv) comply with The Borrower will not fail to maintain all material policies and procedures or take or continue to take all actions necessary or appropriate to ensure that all factual assumptions of fact set forth in each opinion with respect to certain bankruptcy matters opinions of counsel of the Borrower or its Affiliates delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under in connection herewith or the other Transaction Documents to which it is a party remain true and the conduct of its business with the Seller, the Servicer or any other Personaccurate at all times.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lender and the Noteholders Administrator are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any Originator or other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1.2, the Issuer Borrower shall take such actions as shall be required in order that: (ia) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement Organizational Documents to owning financial assets the Receivables and Related Security and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least two directors Not less than one member of the Issuer Borrower’s Board of Managers (the each, an “Independent DirectorsManager”) shall be individuals an individual who are is not, and during the past five (5) years has not present been (i) a direct or former directorsindirect legal or beneficial owner in Jarden or its Affiliates (excluding de minimis ownership interest), officers(ii) a creditor, employees supplier, employee, officer, director, family member, manager, or 5% beneficial owners contractor of the outstanding common stock of any Person Jarden and its Affiliates or entity beneficially owning any outstanding shares of common stock of Oportun (iii) a person who controls (whether directly, indirectly or otherwise) Jarden or its Affiliates or any Affiliate thereof; providedcreditor, howeversupplier, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves employee, officer, director manager or has served in the capacity contractor of an “independent director” or similar capacity for special purpose entities formed by Parent Jarden or any of its Affiliates, or a family member of such individual described in the foregoing. The limited liability company agreement Organizational Documents of the Issuer Borrower shall provide that (i) the Issuer Board of Managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors Managers shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent DirectorsManagers; (iiic) any Any employee, consultant consultant, or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (ivd) the Issuer The Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) ; the IssuerBorrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAdministrator; (vie) the IssuerThe Borrower’s books and records will be maintained separately from those of any other Person; (viif) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the Issuer’s assets are owned by Receivables have been sold to the IssuerBorrower, and (B) the Issuer Borrower is a separate legal entity; (viiig) the IssuerThe Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixh) the Issuer The Borrower will strictly observe appropriate corporate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents;; and (xj) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Any Person that renders or otherwise furnishes services to the Issuer Borrower will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer The Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee and the Noteholders are Bank is entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Loan Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant other covenants set forth herein, the Issuer Borrower shall take such actions as shall be required in order so that: (ia) The Issuer Borrower will be a manager managed limited purpose limited liability company whose primary activities are restricted in its operating agreement to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least two directors Not less than one of the Issuer Borrower’s members (the each, an “Independent DirectorsMember”) shall be individuals a Person who are is not, and during the past five years has not present been, a director, officer, member, manager, employee or former directors, officers, employees or 5% five percent beneficial owners owner of the outstanding common stock or other equity interests of any Person or entity beneficially owning any outstanding shares of common stock or other equity interests of Oportun Seller or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its Affiliates. The limited liability company operating agreement of the Issuer Borrower shall provide that (i) the Issuer Borrower’s managers or members shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors Member shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent DirectorsMember; (iiic) any Any employee, consultant consultant, or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (ivd) the Issuer Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing auditing, and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer; Borrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersBank; (vie) the IssuerBorrower’s books and records Books will be maintained separately from those of any other PersonPerson and clearly marked as pledged to Bank hereunder; (viif) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain notes clearly stating that (Ai) all of the IssuerBorrower’s assets are owned by the IssuerBorrower, and (Bii) the Issuer Borrower is a separate corporate entity; (viiig) the IssuerBorrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixh) the Issuer Borrower will strictly observe appropriate limited liability company formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary commingling in connection except with servicing the Receivables respect to the extent explicitly permitted by this Indenture and the other Transaction DocumentsUnsold Receivables; (xi) the Issuer Borrower shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xij) any Any Person that renders or otherwise furnishes services to the Issuer Borrower will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer ; and (k) Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee each Lender and the Noteholders Administrative Agent are entering into the transactions contemplated by this Base Indenture Loan Agreement and the other Transaction Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from any other Personits Affiliates and from Affiliates of Imperial. Therefore, from and after the date hereofClosing Date, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1(b), the Issuer Borrower shall take such actions as shall be required in order that: (i) The Issuer Borrower will be a limited purpose limited liability company statutory trust whose primary activities are restricted in its operating agreement the Borrower Organizational Documents to owning financial Policies and certain related assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) At least two directors one trustee of the Issuer Borrower (the “Independent DirectorsTrustee”) and at least one director of the Parent (the “Independent Director”) shall be individuals an individual who are (i) is not a present or former directorsdirector, officersmanager, employees officer, employee, supplier, customer or five percent (5% %) beneficial owners owner of the outstanding common stock equity interests of any Person or entity beneficially owning any outstanding shares of common stock of Oportun the Borrower, Parent, Guarantor, either Seller, Imperial or any Affiliate thereofof any of them and (ii) has at least three years of employment experience with one or more entities with a national reputation and presence that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities, and is currently employed by such an entity; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Trustee or an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent any Affiliate of the Borrower or any of its AffiliatesImperial. The limited liability company agreement organizational documents of the Issuer Parent and Borrower shall provide that (i) in the Issuer case of the Borrower, the approval of all trustees, including the Independent Trustee, and in the case of the Parent, the approval of all directors, including the Independent Director, shall not approve, be required in order to approve of the Parent or take the Borrower taking any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower, and shall indicate that no such action by such trustee of the Borrower or the Borrower is valid unless the Independent Directors Trustee or Independent Director, as indicated above, shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision provisions and such delegation cannot be rescinded or amended without the prior written consent of the Independent DirectorsTrustee or Independent Director, as appropriate; (iii) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (iv) the Issuer will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis each of actual use or the value of services rendered, and otherwise them on a basis reasonably related to the actual use or the value of services renderedreasonable and fair basis; (v) the Issuer’s operating expenses will not be paid by any other Person except The Borrower shall hold itself out as permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction of the Required Noteholdersa separate entity; (vi) the Issuer’s The Borrower will maintain books and records will be maintained separately from those of any other Person, including all of its trustees; (vii) all The Borrower shall pay its own material liabilities out of its own funds; (viii) The Borrower shall not acquire any obligations or securities of its partners or beneficial interest holders; (ix) All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain notes clearly stating and conspicuously indicating (in appropriate notes or otherwise) that (A) all of the IssuerBorrower’s assets are owned by the IssuerBorrower, and (B) the Issuer Borrower is a separate entity; (viiix) the IssuerThe Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixxi) the Issuer The Borrower will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables Pledged Policies to the extent explicitly permitted by this Indenture and the other Transaction Documents; (xxii) the Issuer The Borrower shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xixiii) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer The Borrower shall maintain an arm’s length relationship with its trustees and its Affiliates and Affiliates of Imperial; (xiv) The Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xiixv) comply with The Borrower will not fail to maintain all material policies and procedures or take or continue to take all actions necessary or appropriate to ensure that all factual assumptions of fact set forth in each opinion with respect to certain bankruptcy matters opinions of counsel of the Borrower or its Affiliates delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under in connection herewith or the other Transaction Documents to which it is a party remain true and the conduct of its business with the Seller, the Servicer or any other Personaccurate at all times.

Separate Legal Entity. The Issuer hereby acknowledges that the Trustee and the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth herein, the Issuer shall take such actions as shall be required in order that: (i) The Issuer will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) At least two directors of the Issuer (the “Independent Directors”) shall be individuals who are (A) for the five-year period prior to his or her appointment as Independent Director has not present been, and during the continuation of his or former directorsher service as Independent Director is not: (i) an employee, officersdirector, employees stockholder, member, manager, partner or 5% beneficial owners officer of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Issuer, Oportun or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be of their respective Affiliates (other than his or her service as an Independent Director solely because such individual serves of the Issuer or has served in the capacity of an “independent director” or similar capacity for any Affiliate that is a special purpose entities formed by Parent entity); (ii) a customer or supplier of the Issuer, Oportun or any of its Affiliatestheir respective Affiliates (other than his or her service as an Independent Director of the Issuer or any Affiliate that is a special purpose entity); or (iii) any member of the immediate family of a person described in (i) or (ii), and (B) has, (i) prior experience as an Independent Director for a corporation or limited liability company whose charter documents required the unanimous consent of all Independent Directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. The limited liability company agreement of the Issuer shall provide that (i) the Issuer shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iii) any employee, consultant or agent of the Issuer will be compensated from funds of the Issuer, as appropriate, for services provided to the Issuer; (iv) the Issuer will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture or otherwise consented to by the Noteholders or the Trustee, at the direction of the Required Noteholders; (vi) the Issuer’s books and records will be maintained separately from those of any other Person; (vii) all audited financial statements of any Person that are consolidated to include the Issuer will contain notes clearly stating that (A) all of the Issuer’s assets are owned by the Issuer, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on pursuant to the date hereofTransaction Documents, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer hereby acknowledges Take such actions as shall be required on its part in order that the Trustee and identity of the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s identity Depositor as a legal entity separate from any other Person. Therefore, from and after each of the date hereofSellers, the Issuer shall take all reasonable steps to continue the Issuer’s identity as a separate legal entity Seller Subsidiaries and to make it apparent to third Persons that the Issuer is an entity with assets and liabilities distinct from those any of any other Persontheir respective Affiliates will be recognized, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth herein, the Issuer shall take such actions as shall be required in order thatincluding: (i) The Issuer Depositor will be a limited purpose limited liability company whose primary activities are restricted conduct its business in its operating agreement office space allocated to owning financial assets it and financing the acquisition thereof for which it pays an appropriate rent and conducting such other activities as it deems necessary or appropriate to carry out its primary activitiesoverhead allocation; (ii) At least two The Depositor will maintain corporate records and books of account separate from those of the Sellers, the Seller Subsidiaries, their respective Affiliates and the Issuer and telephone numbers and stationery that are separate and distinct from those of the Seller, the Seller Subsidiaries, their respective Affiliates and the Issuer; (iii) The Depositor’s assets will be maintained in a manner that facilitates their identification and segregation from those of any of the Sellers, the Seller Subsidiaries, their respective Affiliates and the Issuer; (iv) The Depositor will strictly observe corporate formalities in its dealings with the public and with the Sellers, the Seller Subsidiaries, their respective Affiliates and the Issuer and, except as contemplated by the Facility Documents, funds or other assets of the Depositor will not be commingled with those of any of the Sellers, the Seller Subsidiaries, their respective Affiliates and the Issuer. The Depositor will at all times, in its dealings with the public and with the Sellers, the Seller Subsidiaries, their respective Affiliates and the Issuer, hold itself out and conduct itself as a legal entity separate and distinct from the Sellers, the Seller Subsidiaries, their respective Affiliates and the Issuer. The Depositor will not maintain joint bank accounts or other depository accounts to which any of the Sellers, the Seller Subsidiaries or their respective Affiliates (other than the Master Servicer) has independent access; (v) The duly elected board of directors of the Issuer (the “Independent Directors”) shall be individuals who are not present or former directors, officers, employees or 5% beneficial owners Depositor and duly appointed officers of the outstanding common stock Depositor will at all times have sole authority to control decisions and actions with respect to the daily business affairs of any Person or entity beneficially owning any outstanding shares the Depositor; (vi) Not less than one member of common stock the Depositor’s board of Oportun or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to directors will be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its AffiliatesDirector. The Depositor will observe those provisions in its limited liability company agreement of the Issuer shall that provide that (i) the Issuer shall Depositor’s board of directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Depositor unless the Independent Directors shall Director and all other members of the Depositor’s board of directors unanimously approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iiivii) any employeeThe Depositor will compensate each of its employees, consultant or agent of consultants and agents from the Issuer will be compensated from Depositor’s own funds of the Issuer, as appropriate, for services provided to the Issuer; (iv) the Issuer will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction of the Required Noteholders; (vi) the Issuer’s books and records will be maintained separately from those of any other Person; (vii) all audited financial statements of any Person that are consolidated to include the Issuer will contain notes clearly stating that (A) all of the Issuer’s assets are owned by the Issuer, and (B) the Issuer is a separate entity;Depositor; and (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer The Depositor will not hold itself out to be responsible for the debts of any other Person or of the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the SellerSellers, the Servicer Seller Subsidiaries or any other Persontheir respective Affiliates.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Issuing Lender, the Lenders and the Noteholders Administrator are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any Originator or other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1.2, the Issuer Borrower shall take such actions as shall be required in order that: (ia) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement Organizational Documents to owning financial assets the Receivables and Related Security and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least two directors Not less than one member of the Issuer (the “Independent Directors”) Borrower’s Board of Managers shall be individuals who are not present or former directors, officers, employees or 5% beneficial owners of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its AffiliatesManager. The limited liability company agreement Organizational Documents of the Issuer Borrower shall provide that (iA) the Issuer shall not approveaffirmative vote of the Independent Manager before the Borrower may (1) file a voluntary petition under Section 301 of the Bankruptcy Code, (2) dissolve or liquidate, or institute proceedings to be adjudicated bankrupt or insolvent, (3) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (4) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (5) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Borrower, (6) make any assignment for the benefit of the Borrower’s creditors, (7) admit in writing its inability to pay its debts generally as they become due, or (8) take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer unless the Independent Directors shall approve the taking of such action in writing prior to furtherance of any of the taking of such actionforegoing, and (iiB) such provision cannot be amended without the prior written consent Borrower to maintain correct and complete books and records of account and minutes of the Independent Directorsmeetings and other proceedings of its stockholders and board of directors; (iiic) any Any employee, consultant consultant, or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (ivd) the Issuer The Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) ; the IssuerBorrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAdministrator; (vie) the IssuerThe Borrower’s books and records will be maintained separately from those of any other Person; (viif) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the Issuer’s assets are owned by Receivables have been sold to the IssuerBorrower, and (B) the Issuer Borrower is a separate legal entity; (viiig) the IssuerThe Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixh) the Issuer The Borrower will strictly observe appropriate corporate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents;; and (xi) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Any Person that renders or otherwise furnishes services to the Issuer Borrower will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer The Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lenders and the Noteholders Agents are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the Issuer’s Borrower's identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the Issuer’s Borrower's identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any Seller or other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1.2, the Issuer Borrower shall take such actions as shall be required in order that: (ia) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement certificate of organization to owning financial assets the Receivables and Related Security and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least two directors Not less than one member of the Issuer Borrower's Board of Directors (the “Independent Directors”each, an "INDEPENDENT DIRECTOR") shall be individuals an individual who are is not, and during the past five (5) years has not present or former directorsbeen, officersa director, employees officer, employee or 5% beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun Bowater or any Affiliate thereof; providedPROVIDED, howeverHOWEVER, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “"independent director” " or similar capacity for special purpose entities formed by Parent Bowater or any of its Affiliates. The limited liability company agreement certificate of the Issuer organization of Borrower shall provide that (i) the Issuer Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iiic) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (ivd) the Issuer Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s ; Borrower's operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAgents; (vie) the Issuer’s Borrower's books and records will be maintained separately from those of any other Person; (viif) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the Issuer’s Borrower's assets are owned by the IssuerBorrower, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer hereby acknowledges that the Trustee and the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth herein, the Issuer shall take such actions as shall be required in order that: (i) The Issuer will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) At least two directors of the Issuer (the “Independent Directors”) shall be individuals who are (A) for the five-year period prior to his or her appointment as Independent Director has not present been, and during the continuation of his or former directorsher service as Independent Director is not: (i) an employee, officersdirector, employees stockholder, member, manager, partner or 5% beneficial owners officer of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Issuer, Oportun or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be of their respective Affiliates (other than his or her service as an Independent Director solely because such individual serves of the Issuer or has served in the capacity of an “independent director” or similar capacity for any Affiliate that is a special purpose entities formed by Parent entity); (ii) a customer or supplier of the Issuer, Oportun or any of its Affiliatestheir respective Affiliates (other than his or her service as an Independent Director of the 58 4140-8886-1733.4 Issuer or any Affiliate that is a special purpose entity); or (iii) any member of the immediate family of a person described in (i) or (ii), and (B) has, (i) prior experience as an Independent Director for a corporation or limited liability company whose charter documents required the unanimous consent of all Independent Directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. The limited liability company agreement of the Issuer shall provide that (i) the Issuer shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iii) any employee, consultant or agent of the Issuer will be compensated from funds of the Issuer, as appropriate, for services provided to the Issuer; (iv) the Issuer will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture or otherwise consented to by the Noteholders or the Trustee, at the direction of the Required Noteholders; (vi) the Issuer’s books and records will be maintained separately from those of any other Person; (vii) all audited financial statements of any Person that are consolidated to include the Issuer will contain notes clearly stating that (A) all of the Issuer’s assets are owned by the Issuer, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents;; 4140-8886-1733.4 (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on pursuant to the date hereofTransaction Documents, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lenders and the Noteholders Agents are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any Originator or other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1.2, the Issuer Borrower shall take such actions as shall be required in order that: (ia) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement certificate of incorporation to owning financial assets the Receivables and Related Security and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least two directors Not less than one member of the Issuer Borrower’s Board of Directors (the each, an “Independent DirectorsDirector”) shall be individuals an individual who are is not, and during the past five (5) years has not present or former directorsbeen, officersa director, employees officer, employee or 5% beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun ArvinMeritor or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent ArvinMeritor or any of its Affiliates. The limited liability company agreement certificate of the Issuer incorporation of Borrower shall provide that (i) the Issuer Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iiic) any Any employee, consultant consultant, or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (ivd) the Issuer Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer; Borrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAgents; (vie) the IssuerBorrower’s books and records will be maintained separately from those of any other Person;; | CH\784520.6|| 030466-0018 (viif) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the Issuer’s assets are owned by the IssuerReceivables have been sold to Borrower, and (B) the Issuer Borrower is a separate legal entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer hereby acknowledges that the Trustee and the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s 's identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s 's identity as a separate legal entity and to make it apparent to third Persons that the Issuer is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth herein, the Issuer shall take such actions as shall be required in order that: (i) The Issuer will be a limited purpose limited liability company partnership whose primary activities are restricted in its operating a partnership agreement to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) At least two directors managers of the general partner of the Issuer (the “"Independent Directors”Managers") shall be individuals who are not present or former directors, officers, employees or 5% beneficial owners of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun Conn or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director Manager solely because such individual serves or has served in the capacity of an “"independent director” manager" or similar capacity for special purpose entities formed by Parent or any of its Affiliates. The limited liability company partnership agreement of the Issuer shall provide that (i) the general partner of the Issuer shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer unless the Independent Directors Managers shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent DirectorsManagers; (iii) any Any employee, consultant or agent of the Issuer will be compensated from funds of the Issuer, as appropriate, for services provided to the Issuer; (iv) the The Issuer will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the The Issuer’s 's operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction of Trustee and the Required NoteholdersPersons; (vi) the The Issuer’s 's books and records will be maintained separately from those of any other Person; (vii) all All audited financial statements of any Person that are consolidated to include the Issuer will contain notes clearly stating that (A) all of the Issuer’s 's assets are owned by the Issuer, and (B) the Issuer is a separate entity; (viii) the The Issuer’s 's assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the The Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the The Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each the opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx Xxxxxxx & Xxxxxxxxx LLP Xxxxx L.L.P. on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Conn, any other Seller, the Servicer Initial Seller or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lender and the Noteholders Administrator are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the Issuer’s Borrower's identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the Issuer’s Borrower's identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1(b), the Issuer Borrower shall take such actions as shall be required in order that: (i) The Issuer Borrower will be a limited special purpose limited liability company corporation whose primary activities are restricted in its operating agreement certificate of incorporation to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) At least two directors Not less than one member of the Issuer Borrower's Board of Directors (the “"Independent Directors”Director") shall be individuals an individual who are is not, and during the past five (5) years has not present or former directorsbeen, officersa director, employees officer, employee or 5% beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun Central Nevada, Originator or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “"independent director” " or similar capacity for special purpose entities formed by Parent Central Nevada, Originator or any of its their respective Affiliates. The limited liability company agreement certificate of the Issuer incorporation of Borrower shall provide that (iA) the Issuer Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors Director shall approve the taking of such action in writing prior to the taking of such action, and (iiB) such provision cannot be amended without the prior written consent of the Independent DirectorsDirector; (iii) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to Borrower and, to the Issuerextent any employee, consultant or agent of Borrower is also an employee, consultant or agent of Central Nevada, Originator or any Affiliate thereof, allocate the compensation of such employee, consultant or agent between Borrower and Central Nevada, Originator or such Affiliate, as applicable, on a basis that reflects the services rendered to Borrower, Central Nevada, Originator or such Affiliate, as applicable; (iv) the Issuer Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s Borrower's operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAdministrator and Lender; (vi) the Issuer’s Borrower's books and records will be maintained separately from those of any other PersonPerson and otherwise in such a manner that such books and records are readily identifiable as its own assets rather than assets of Central Nevada, Originator or any Affiliate thereof; (vii) all audited Borrower's financial statements will be prepared separately from Central Nevada, Originator and Borrower will ensure that any consolidated financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the Issuer’s Borrower's assets are owned by Borrower and such assets will be available first and foremost to satisfy the Issuerclaims of the creditors of Borrower, and (B) the Issuer Borrower is a separate corporate entity; (viii) the Issuer’s Borrower's assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer Borrower will strictly observe appropriate corporate formalities as a distinct entity in its dealings with all other PersonsPersons and ensure that all corporate actions relating to (A) the selection, and maintenance or replacement of the Independent Director, (B) the dissolution or liquidation of Borrower or (C) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving Borrower, are duly authorized by unanimous vote of its Board of Directors (including the Independent Director); (x) Except as herein specifically otherwise provided, Borrower will not commingle its funds or other assets of the Issuer will not be commingled with those of any other PersonPerson and will only maintain bank accounts or other depository account to which Borrower alone is the account party, other than temporary commingling in connection with servicing into which Borrower alone makes deposits and from which Borrower alone (or Administrator hereunder) has the Receivables power to the extent explicitly permitted by this Indenture and the other Transaction Documentsmake withdrawals; (xxi) the Issuer Borrower shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xixii) any Any Person that renders or otherwise furnishes services to the Issuer Borrower will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person and Borrower will not hold out its credit as being available to satisfy the obligations of any other Person or pledge its assets for the benefit of any other Person; (xiii) Borrower will hold itself out to the public and conduct its own business in its own name and require all full-time employees of Borrower, if any, identify themselves as such and not as employees of Central Nevada, Originator or any Affiliate thereof (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as Borrower's employees); (xiv) Borrower will clearly identify its offices (by signage or otherwise) as its offices and, if such office is located in the offices of Central Nevada or Originator, Borrower shall lease such office at a fair market rent; (xv) Borrower will have a separate telephone number, which will be answered only in its name and have separate stationery, invoices, checks and other business forms in its own name; (xvi) Borrower will conduct all transactions with Originator and Servicer strictly on an arm's length basis; and (xiixvii) comply with all material Borrower will take such other actions as are necessary on its part to ensure that the facts and assumptions of fact set forth in each the opinion issued by the Xxxxxxx Law Firm, P.C., L.L.O., as counsel to Borrower, in connection with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, this Agreement and relating to substantive consolidation issues and in the Issuercertificates accompanying such opinion, its obligations hereunder remain true and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Personcorrect in all material respects at all times.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lenders and the Noteholders Agent are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Loan Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer shall Borrower will take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any Originator or other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinforegoing, the Issuer shall Borrower will take such actions as shall be are required in order that: (iA) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement certificate of incorporation to owning financial assets Accounts and Related Security and financing the acquisition thereof and conducting such other activities as it deems necessary necessary, suitable or appropriate convenient to carry out its primary such activities; (iiB) Borrower will maintain its Organizational Documents in conformity with Section 7.15 of this Agreement; (C) At least two directors one member of the Issuer (the “Independent Directors”) shall be individuals who are not present or former directors, officers, employees or 5% beneficial owners Borrower's Board of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to Directors will be an Independent Director solely because such individual serves or has served in Director. Borrower will (i) give written notice to the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its Affiliates. The limited liability company agreement Agent of the Issuer election or appointment, or proposed election or appointment, of a new Independent Director, which notice shall be given not later than 5 days prior to the date such appointment or election would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity of the existing Independent Director, or the failure of such Independent Director to satisfy the criteria for an Independent Director set forth in this Agreement, in which case the corporation shall provide written notice of such election or appointment within one business day), and (ii) with any such written notice, certify to the Agent that the Independent Director satisfies the criteria for an Independent Director set forth in this Agreement; (D) The certificate of incorporation of Borrower will provide that: (i) the Issuer shall Board of Directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to Borrower without the Issuer unless affirmative vote of the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, Director; and (ii) such provision cannot be amended without the prior written consent affirmative vote of the Independent DirectorsDirector; (iiiE) any employee, consultant or agent Any employee of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (ivF) the Issuer Borrower will allocate pay a fair and charge fairly reasonable allocation of (and reasonably not more than a fair and reasonable allocation of) all overhead expenses and other common expenses for facilities, goods, or services shared with any other Personamong multiple entitles, including its Affiliates. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (vG) the IssuerIf Borrower’s operating expenses will not be are paid by any other Person, Borrower will reimburse such other Person except as permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction of the Required Noteholdersmonthly for such expenses; (viH) the IssuerBorrower’s books and records will be maintained separately from those of any other Person; (viiI) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain appropriate notes clearly stating that (A) all of the Issuer’s assets are owned by the IssuerAccounts have been sold to Borrower, and (B) the Issuer Borrower is a separate legal entity; (viiiJ) the IssuerBorrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixK) the Issuer Borrower will strictly observe appropriate all necessary corporate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (xL) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under If any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that Affiliate of Borrower renders or otherwise furnishes services to Borrower, Borrower will compensate such Affiliate for the Issuer will be compensated thereby at market rates for fair value of such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer services; and (M) Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee each Lender and the Noteholders Administrative Agent are entering into the transactions contemplated by this Base Indenture Loan Agreement and the other Transaction Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from the members, shareholders or other equity owners of the Parent or any other Person. Therefore, from and after the date hereofClosing Date, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1(b), the Issuer Borrower shall take such actions as shall be required in order that: (i) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement the Borrower Organizational Documents to acquiring and owning financial assets Pledged Policies and financing the acquisition thereof pursuant to this Loan Agreement; GWG DLP Funding IV, LLC Amended and conducting such other activities as it deems necessary or appropriate to carry out its primary activities;Restated Loan and Security AgreementPage 44 of 68 (ii) At least two directors one director of the Issuer Borrower (the “Independent DirectorsDirector”) shall be individuals an individual who are (i) is not a present or former directorsdirector, officersmanager, employees officer, employee, supplier, customer or five percent (5% %) beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock or other equity interest of Oportun the Parent or any Affiliate thereofthereof and (ii) has at least three years of employment experience with one or more entities with a national reputation and presence that provide, in the ordinary course of its business, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities, and is currently employed by such an entity; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent the Borrower or any of its Affiliates. The limited liability company agreement of the Issuer Borrower Organizational Documents shall provide that (i) the Issuer board of directors or the equity owners of the Borrower shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors Director shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent DirectorsDirector; (iii) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (iv) the Issuer The Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the IssuerThe Borrower shall hold itself out as a separate entity; (vi) The Borrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction of the Required NoteholdersLoan Agreement; (vivii) the IssuerThe Borrower’s books and records will be maintained separately from those of any other Person; GWG DLP Funding IV, LLC Amended and Restated Loan and Security AgreementPage 45 of 68 (viii) The Borrower shall pay its own liabilities out of its own funds; (viiix) all The Borrower shall not acquire any obligations or securities of its partners or shareholders; (x) All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain notes clearly stating that (A) all of the IssuerBorrower’s assets are owned by the IssuerBorrower, and (B) the Issuer Borrower is a separate entity; (viiixi) the IssuerThe Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixxii) the Issuer The Borrower will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables Pledged Policies to the extent explicitly permitted by this Indenture and the other Transaction Documents; (xxiii) the Issuer The Borrower shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other PersonPerson other than, for avoidance of doubt, life insurance policies purchased by the Borrower for investment purposes and pledged to the Administrative Agent and the Lenders hereunder; (xixiv) any The Borrower shall maintain an arm’s length relationship with its Affiliates; (xv) Any Person that renders or otherwise furnishes services to the Issuer Borrower will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer The Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xiixvi) comply with The Borrower will maintain all material policies and procedures or take or continue to take all actions necessary or appropriate to ensure that all factual assumptions of fact set forth in each opinion with respect to certain bankruptcy matters opinions of counsel of the Borrower or its Affiliates delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under in connection herewith or the other Transaction Documents to which it is a party remain true and the conduct of its business with the Seller, the Servicer or any other Personaccurate at all times.

Separate Legal Entity. The Issuer Purchaser hereby acknowledges that the Trustee and the Noteholders are Lender is entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Program Documents in reliance upon the IssuerPurchaser’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Purchaser shall take all reasonable steps to continue the IssuerPurchaser’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Purchaser is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant other covenants set forth herein, the Issuer Purchaser shall take such actions as shall be required in order so that: (ia) The Issuer Purchaser will be a limited purpose limited liability company corporation whose primary activities are restricted in its operating agreement certificate of incorporation to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least two directors Not less than one member of the Issuer Purchaser’s Board of Directors (the each, an “Independent DirectorsDirector”) shall be individuals an individual who are is not, and during the past five years has not present been, a director, officer, employee or former directors, officers, employees or 5% five percent beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun Seller or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its Affiliates. The limited liability company agreement certificate of the Issuer incorporation of Purchaser shall provide that (i) the Issuer Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Purchaser unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iiic) any Any employee, consultant consultant, or agent of the Issuer Purchaser will be compensated from funds of the IssuerPurchaser, as appropriate, for services provided to the IssuerPurchaser; (ivd) the Issuer Purchaser will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Purchaser and any other Person share items of expenses such as legal, auditing auditing, and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer; Purchaser’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersLender; (vi) the Issuer’s books and records will be maintained separately from those of any other Person; (vii) all audited financial statements of any Person that are consolidated to include the Issuer will contain notes clearly stating that (A) all of the Issuer’s assets are owned by the Issuer, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee LC Issuer, the Lender and the Noteholders Administrator are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any Originator or other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1.2, the Issuer Borrower shall take such actions as shall be required in order that: (ia) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement certificate of organization to owning financial assets the Receivables and Related Security and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least two directors Not less than one member of the Issuer (the “Independent Directors”) Borrower’s Board of Directors shall be individuals who are not present or former directors, officers, employees or 5% beneficial owners of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its AffiliatesDirector. The limited liability company agreement certificate of the Issuer organization of Borrower shall provide that (i) the Issuer Board of Directors shall not approve, or take any other action to cause the filing of, Borrower to (1) file a voluntary petition under Section 301 of the Bankruptcy Code, (2) dissolve or liquidate, or institute proceedings to be adjudicated bankrupt or insolvent, (3) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (4) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (5) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Borrower, (6) make any assignment for the benefit of the Borrower’s creditors, (7) admit in writing its inability to pay its debts generally as they become due, or (8) take any action in furtherance of any of the foregoing with respect to the Issuer Borrower, unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iiic) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (ivd) the Issuer Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer; Borrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAdministrator and Lender; (vie) the IssuerBorrower’s books and records will be maintained separately from those of any other Person; (viif) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the IssuerBorrower’s assets are owned by the IssuerBorrower, and (B) the Issuer Borrower is a separate legal entity; (viiig) the IssuerBorrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixh) the Issuer Borrower will strictly observe appropriate corporate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (xi) the Issuer Borrower shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person;; and (xij) any Any Person that renders or otherwise furnishes services to the Issuer Borrower will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. (a) The Issuer hereby acknowledges that Company shall respect and appropriately document the Trustee separate and the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s identity independent nature of its activities, as a legal entity separate from compared with those of any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s its identity as a separate legal entity entity, and to make it apparent to third Persons that the Issuer Company is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinforegoing, the Issuer shall take such actions as shall be required in order thatCompany: (i) The Issuer will shall maintain a principal executive and administrative office through which its business is conducted separately from those of any other Person, and, to the extent that the Company and any other Persons have offices in contiguous space, there shall be a limited purpose limited liability company whose primary activities are restricted in fair and appropriate allocation of overhead costs and expenses related to services performed by any employee of an Affiliate among them, and each such entity shall bear its operating agreement fair share of such expenses and expenses relating to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activitiesservices; (ii) At least two directors of the Issuer (the “Independent Directors”) shall be individuals who are not present or former directors, officers, employees or 5% beneficial owners of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served engage only in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its Affiliates. The limited liability company agreement of the Issuer shall provide that (i) the Issuer shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer unless the Independent Directors shall approve the taking of such action those transactions described in writing prior to the taking of such action, Section 3.1 hereof and (ii) such provision cannot be amended without the prior written consent of the Independent Directorsmatters necessarily incident thereto; (iii) shall have stationery and other business forms and a mailing address and a telephone number separate from that of any employee, consultant or agent of the Issuer will be compensated from funds of the Issuer, as appropriate, for services provided to the Issuerother Person; (iv) shall maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on commercially reasonable terms, including without limitation, ensuring that, to the Issuer will allocate extent that it jointly contracts with any of its Members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities and charge fairly that each such entity shall bear its fair share of such costs and reasonably overhead expenses shared shall ensure that, to the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person. To , the extent, if any, that the Issuer and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the extent practical on the basis goods and services are provided and that each such entity shall bear its fair share of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services renderedsuch costs; (v) the Issuer’s shall at all times be adequately capitalized in light of its contemplated business; shall at all times provide for its own operating expenses will and liabilities from its own funds, shall not allow its funds to be paid by diverted to any other Person or for other than the use of the Company, and shall not, except as may be expressly permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction agreements of the Required NoteholdersCompany, allow its funds to be commingled with those of any Affiliate of the Company or any other Person; (vi) shall maintain its assets and transactions separately from those of any other Person, reflect such assets and transactions in financial statements separate and distinct from those of any other Person, evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other Person and to the Issuerextent that the books and records of the Company are consolidated with those of any other Person, the fact of such consolidation shall be noted in a footnote to such Person’s books and records records; (vii) shall ensure that all material transactions between the Company and any of its Affiliates shall be only on an arm’s-length basis; (viii) shall conduct business in its own name and hold itself out to the public under its own name as a legal entity separate and distinct from any other Person, shall act solely in its own name and through its own authorized officers and agents, and no Affiliate of the Company shall be appointed to act as agent by the Company, except as may be expressly permitted by any written agreements of the Company; (ix) shall ensure that decisions with respect to its business and daily operations shall be independently made by the Company (although the officer making any particular decision may also be an officer or director of any Affiliate of the Company) and shall not be dictated by an Affiliate of the Company; (x) shall have, if appropriate, U.C.C.-1 financing statements, with respect to all assets purchased from any other Person; (xi) shall file its own tax returns, if any, or, if it is a member of a consolidated group, will join in the consolidated return of such group as a separate member thereof and shall ensure that any financial reports required of the Company shall comply with generally accepted accounting principles and shall be maintained issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates; (xii) shall ensure that any tax payments made on the Company’s behalf are allocated appropriately; (xiii) shall comply with all provisions of this Agreement and shall observe all necessary, appropriate and customary limited liability company formalities; (xiv) shall maintain its bank accounts separate from any other Person; and (xv) shall correct any known misunderstanding regarding its separate identity. Failure of the Company or the Managing Member on behalf of the Company to comply with any of the foregoing covenants shall not affect the status of the Company as a separate legal entity or the limited liability of the Members. (b) The Company shall not: (i) incur any indebtedness for borrowed money, or assume or guaranty any indebtedness for borrowed money of any other entity, other than any Obligation incurred in connection with Asset Purchase Agreement and the Lease Agreement; (ii) direct or participate in the management of any other Person’s operations (other than THE PARTNERSHIP), and no other Person shall be permitted to direct or participate in the management of the Company; (iii) hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for any obligations of any other Person, except as may be expressly permitted in any written agreements of the Company; (iv) become liable as a guarantor or otherwise with respect to any debt or contractual obligation of any other Person; (v) make any payment or distribution of assets with respect to any obligation of any other Person or grant any lien, security interest or encumbrance on any of its assets to secure any obligation of any other Person; (vi) make loans, advances or otherwise extend credit to any other Person, except on an arm’s-length basis, and shall not permit any Affiliate of the Company to advance funds to the Company or otherwise supply funds to, or guaranty debts of, the Company, except as may be expressly permitted by any written agreements of the Company; (vii) fail to maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (vii) all audited financial statements of any Person that are consolidated to include the Issuer will contain notes clearly stating that (A) all of the Issuer’s assets are owned by the Issuer, and (B) the Issuer is a separate entity; (viii) shall not acquire the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those obligations or securities of any other Personits Affiliates; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will shall not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, identify itself as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs division of any other Person; and (xiix) file or consent to the filing of any petition to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors, except pursuant to Section 7.3(a) of this Agreement. Failure of the Company or the Managing Member on behalf of the Company, to comply with all material assumptions any of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to foregoing covenants shall not affect the Issuer, its obligations hereunder and under status of the other Transaction Documents to which it is Company as a party and separate legal entity or the conduct limited liability of its business with the Seller, the Servicer or any other PersonMembers.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lender and the Noteholders Administrator are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any Originator or other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1.2, the Issuer Borrower shall take such actions as shall be required in order that: (ia) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement certificate of organization to owning financial assets the Receivables and Related Security and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least two directors Not less than one member of the Issuer Borrower’s Board of Directors (the each, an “Independent DirectorsDirector”) shall be individuals an individual who are is not, and during the past five (5) years has not present or former directorsbeen, officersa director, employees officer, employee or 5% beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun G&K or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent G&K or any of its Affiliates. The limited liability company agreement certificate of the Issuer organization of Borrower shall provide that (i) the Issuer Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iiic) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (ivd) the Issuer Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer; Borrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAdministrator and Lender; (vie) the IssuerBorrower’s books and records will be maintained separately from those of any other Person; (viif) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the IssuerBorrower’s assets are owned by the IssuerBorrower, and (B) the Issuer Borrower is a separate legal entity; (viiig) the IssuerBorrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixh) the Issuer Borrower will strictly observe appropriate corporate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (xi) the Issuer Borrower shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person;; and (xij) any Any Person that renders or otherwise furnishes services to the Issuer Borrower will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Purchaser hereby acknowledges that the Trustee and the Noteholders are Lender is entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Program Documents in reliance upon the Issuer’s Purchaser's identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Purchaser shall take all reasonable steps to continue the Issuer’s Purchaser's identity as a separate legal entity and to make it apparent to third Persons that the Issuer Purchaser is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant other covenants set forth herein, the Issuer Purchaser shall take such actions as shall be required in order so that: (ia) The Issuer Purchaser will be a manager managed limited purpose limited liability company whose primary activities are restricted in its operating agreement to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least two directors Not less than one of the Issuer Purchaser's members (the “each, an "Independent Directors”Member") shall be individuals a Person who are is not, and during the past five years has not present been, a director, officer, member, manager, employee or former directors, officers, employees or 5% five percent beneficial owners owner of the outstanding common stock or other equity interests of any Person or entity beneficially owning any outstanding shares of common stock or other equity interests of Oportun Seller or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its Affiliates. The limited liability company operating agreement of the Issuer Purchaser shall provide that (i) the Issuer Purchaser's managers or members shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Purchaser unless the Independent Directors Member shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent DirectorsMember; (iiic) any Any employee, consultant consultant, or agent of the Issuer Purchaser will be compensated from funds of the IssuerPurchaser, as appropriate, for services provided to the IssuerPurchaser; (ivd) the Issuer Purchaser will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Purchaser and any other Person share items of expenses such as legal, auditing auditing, and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s ; Purchaser's operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersLender; (vie) the Issuer’s books Purchaser's Books and records Records will be maintained separately from those of any other PersonPerson and clearly marked as pledged to Lender hereunder; (viif) all All audited financial statements of any Person that are consolidated to include the Issuer Purchaser will contain notes clearly stating that (Ai) all of the Issuer’s Purchaser's assets are owned by the IssuerPurchaser, and (Bii) the Issuer Purchaser is a separate corporate entity; (viiig) the Issuer’s Purchaser's assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixh) the Issuer Purchaser will strictly observe appropriate limited liability company formalities in its dealings with all other Persons, and funds or other assets of the Issuer Purchaser will not be commingled with those of any other Person, other than temporary commingling in connection except with servicing the Receivables respect to the extent explicitly permitted by this Indenture and the other Transaction DocumentsUnsold Receivables; (xi) the Issuer Purchaser shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xij) any Any Person that renders or otherwise furnishes services to the Issuer Purchaser will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer ; and (k) Purchaser will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lenders and the Noteholders Administrator are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any Originator or other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1.2, the Issuer Borrower shall take such actions as shall be required in order that: (ia) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement Organizational Documents to owning financial assets the Receivables and Related Security and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least two directors Not less than one member of the Issuer (the “Independent Directors”) Borrower’s Board of Managers shall be individuals who are not present or former directors, officers, employees or 5% beneficial owners of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its AffiliatesManager. The limited liability company agreement Organizational Documents of the Issuer Borrower shall provide that (iA) the Issuer shall not approveaffirmative vote of the Independent Manager before the Borrower may (1) file a voluntary petition under Section 301 of the Bankruptcy Code, (2) dissolve or liquidate, or institute proceedings to be adjudicated bankrupt or insolvent, (3) institute or consent to the institution of bankruptcy or insolvency proceedings against it, (4) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (5) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Borrower, (6) make any assignment for the benefit of the Borrower’s creditors, (7) admit in writing its inability to pay its debts generally as they become due, or (8) take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer unless the Independent Directors shall approve the taking of such action in writing prior to furtherance of any of the taking of such actionforegoing, and (iiB) such provision cannot be amended without the prior written consent Borrower to maintain correct and complete books and records of account and minutes of the Independent Directorsmeetings and other proceedings of its stockholders and board of directors; (iiic) any Any employee, consultant consultant, or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (ivd) the Issuer The Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) ; the IssuerBorrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAdministrator; (vie) the IssuerThe Borrower’s books and records will be maintained separately from those of any other Person; (viif) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the Issuer’s assets are owned by Receivables have been sold to the IssuerBorrower, and (B) the Issuer Borrower is a separate legal entity; (viiig) the IssuerThe Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixh) the Issuer The Borrower will strictly observe appropriate corporate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents;; and (xi) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Any Person that renders or otherwise furnishes services to the Issuer Borrower will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer The Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lender and the Noteholders Administrator are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the Issuer’s Borrower's identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the Issuer’s Borrower's identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any Originator or other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1.2, the Issuer Borrower shall take such actions as shall be required in order that: (ia) The Issuer Borrower will be a limited purpose limited liability company corporation whose primary activities are restricted in its operating agreement certificate of incorporation to owning financial assets purchasing the Receivables and Related Security and financing the acquisition thereof thereof, to providing (or arranging for the provision of) services necessary for the collection of such Receivables and the maintenance of ownership of such Receivables and the proceeds thereof, and conducting such other activities as it deems that are incidental to and necessary or appropriate convenient to carry out its primary activities; (iib) At least two directors Not less than one member of the Issuer Borrower's Board of Directors (the “Independent Directors”each, an "INDEPENDENT DIRECTOR") shall be individuals an individual who are is not, and during the past five (5) years has not present or former directorsbeen, officersa director, employees officer, employee or 5% beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun Interface or any Affiliate thereof; providedPROVIDED, howeverHOWEVER, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “"independent director” " or similar capacity for special purpose entities formed by Parent Interface or any of its Affiliates. The limited liability company agreement certificate of the Issuer incorporation of Borrower shall provide that (i) the Issuer Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent DirectorsDirector; (iiic) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (ivd) the Issuer Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s ; Borrower's operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAdministrator and Lender; (vie) the Issuer’s Borrower's books and records will be maintained separately from those of any other Person; (viif) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the Issuer’s Borrower's assets are owned by the IssuerBorrower, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. (a) The Issuer hereby acknowledges that Company shall respect and appropriately document the Trustee separate and the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s identity independent nature of its activities, as a legal entity separate from compared with those of any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s its identity as a separate legal entity entity, and to make it apparent to third Persons that the Issuer Company is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinforegoing, the Issuer shall take such actions as shall be required in order thatCompany: (i) The Issuer will shall maintain a principal executive and administrative office through which its business is conducted separately from those of any other Person, and, to the extent that the Company and any other Persons have offices in contiguous space, there shall be a limited purpose limited liability company whose primary activities are restricted in fair and appropriate allocation of overhead costs and expenses related to services performed by any employee of an Affiliate among them, and each such entity shall bear its operating agreement fair share of such expenses and expenses relating to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activitiesservices; (ii) At least two directors of the Issuer (the “Independent Directors”) shall be individuals who are not present or former directors, officers, employees or 5% beneficial owners of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served engage only in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its Affiliates. The limited liability company agreement of the Issuer shall provide that (i) the Issuer shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer unless the Independent Directors shall approve the taking of such action those transactions described in writing prior to the taking of such action, Section 3.1 hereof and (ii) such provision cannot be amended without the prior written consent of the Independent Directorsmatters necessarily incident thereto; (iii) shall have stationery and other business forms and a mailing address and a telephone number separate from that of any employee, consultant or agent of the Issuer will be compensated from funds of the Issuer, as appropriate, for services provided to the Issuerother Person; (iv) shall maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on commercially reasonable terms, including without limitation, ensuring that, to the Issuer will allocate extent that it jointly contracts with any of its Members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities and charge fairly that each such entity shall bear its fair share of such costs and reasonably overhead expenses shared shall ensure that, to the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person. To , the extent, if any, that the Issuer and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the extent practical on the basis goods and services are provided and that each such entity shall bear its fair share of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services renderedsuch costs; (v) the Issuer’s shall at all times be adequately capitalized in light of its contemplated business; shall at all times provide for its own operating expenses will and liabilities from its own funds, shall not allow its funds to be paid by diverted to any other Person or for other than the use of the Company, and shall not, except as may be expressly permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction agreements of the Required NoteholdersCompany, allow its funds to be commingled with those of any Affiliate of the Company or any other Person; (vi) shall maintain its assets and transactions separately from those of any other Person, reflect such assets and transactions in financial statements separate and distinct from those of any other Person, evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other Person and to the Issuerextent that the books and records of the Company are consolidated with those of any other Person, the fact of such consolidation shall be noted in a footnote to such Person’s books and records records; (vii) shall ensure that all material transactions between the Company and any of its Affiliates shall be only on an arm’s-length basis; (viii) shall conduct business in its own name and hold itself out to the public under its own name as a legal entity separate and distinct from any other Person, shall act solely in its own name and through its own authorized officers and agents, and no Affiliate of the Company shall be appointed to act as agent by the Company, except as may be expressly permitted by any written agreements of the Company; (ix) shall ensure that decisions with respect to its business and daily operations shall be independently made by the Company (although the officer making any particular decision may also be an officer or director of any Affiliate of the Company) and shall not be dictated by an Affiliate of the Company; (x) shall have, if appropriate, U.C.C.-l financing statements, with respect to all assets purchased from any other Person; (xi) shall file its own tax returns, if any, or, if it is a member of a consolidated group, will join in the consolidated return of such group as a separate member thereof and shall ensure that any financial reports required of the Company shall comply with generally accepted accounting principles and shall be maintained issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates; (xii) shall ensure that any tax payments made on the Company’s behalf are allocated appropriately; (xiii) shall comply with all provisions of this Agreement and shall observe all necessary, appropriate and customary limited liability company formalities; (xiv) shall maintain its bank accounts separate from any other Person; and (xv) shall correct any known misunderstanding regarding its separate identity. Failure of the Company or the Managing Member on behalf of the Company to comply with any of the foregoing covenants shall not affect the status of the Company as a separate legal entity or the limited liability of the Members. (b) The Company shall not: (i) incur any indebtedness for borrowed money, or assume or guaranty any indebtedness for borrowed money of any other entity, other than any Obligation incurred in connection with Asset Purchase Agreement and the Lease Agreement; (ii) direct or participate in the management of any other Person’s operations (other than THE PARTNERSHIP), and no other Person shall be permitted to direct or participate in the management of the Company; (iii) hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for any obligations of any other Person, except as may be expressly permitted in any written agreements of the Company; (iv) become liable as a guarantor or otherwise with respect to any debt or contractual obligation of any other Person; (v) make any payment or distribution of assets with respect to any obligation of any other Person or grant any lien, security interest or encumbrance on any of its assets to secure any obligation of any other Person; (vi) make loans, advances or otherwise extend credit to any other Person, except on an arm’s-length basis, and shall not permit any Affiliate of the Company to advance funds to the Company or otherwise supply funds to, or guaranty debts of, the Company, except as may be expressly permitted by any written agreements of the Company; (vii) fail to maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (vii) all audited financial statements of any Person that are consolidated to include the Issuer will contain notes clearly stating that (A) all of the Issuer’s assets are owned by the Issuer, and (B) the Issuer is a separate entity; (viii) shall not acquire the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those obligations or securities of any other Personits Affiliates; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will shall not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, identify itself as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs division of any other Person; and (xiix) file or consent to the filing of any petition to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors, except pursuant to Section 7.3(a) of this Agreement. Failure of the Company or the Managing Member on behalf of the Company, to comply with all material assumptions any of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to foregoing covenants shall not affect the Issuer, its obligations hereunder and under status of the other Transaction Documents to which it is Company as a party and separate legal entity or the conduct limited liability of its business with the Seller, the Servicer or any other PersonMembers.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lenders, the LC Issuers and the Noteholders Agents are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the Issuer’s Borrower's identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the Issuer’s Borrower's identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any Seller or other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1.2, the Issuer Borrower shall take such actions as shall be required in order that: (ia) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement certificate of organization to owning financial assets the Receivables and Related Security and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least two directors Not less than one member of the Issuer Borrower's Board of Directors (the “each, an "Independent Directors”Director") shall be individuals an individual who are is not, and during the past five (5) years has not present or former directorsbeen, officersa director, employees officer, employee or 5% beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun Bowater or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “"independent director” " or similar capacity for special purpose entities formed by Parent Bowater or any of its Affiliates. The limited liability company agreement certificate of the Issuer organization of Borrower shall provide that (i) the Issuer Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iii) any employee, consultant or agent of the Issuer will be compensated from funds of the Issuer, as appropriate, for services provided to the Issuer; (iv) the Issuer will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction of the Required Noteholders; (vi) the Issuer’s books and records will be maintained separately from those of any other Person; (vii) all audited financial statements of any Person that are consolidated to include the Issuer will contain notes clearly stating that (A) all of the Issuer’s assets are owned by the Issuer, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lender and the Noteholders Administrator are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the Issuer’s Borrower's identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the Issuer’s Borrower's identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1.2, the Issuer Borrower shall take such actions as shall be required in order that: (ia) The Issuer Borrower will be a limited purpose limited liability company corporation whose primary activities are restricted in its operating agreement certificate of incorporation to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least two directors Not less than one member of the Issuer Borrower's Board of Directors (the “Independent Directors”each, an "INDEPENDENT DIRECTOR") shall be individuals an individual who are is not, and during the past five (5) years has not present or former directorsbeen, officersa director, employees officer, employee or 5% beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun ChoicePoint or any Affiliate thereof; providedPROVIDED, howeverHOWEVER, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “"independent director” " or similar capacity for special purpose entities formed by Parent ChoicePoint or any of its Affiliates. The limited liability company agreement certificate of the Issuer incorporation of Borrower shall provide that (i) the Issuer Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iiic) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (ivd) the Issuer Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s ; Borrower's operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAdministrator and Lender; (vie) the Issuer’s Borrower's books and records will be maintained separately from those of any other Person; (viif) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the Issuer’s Borrower's assets are owned by the IssuerBorrower, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer hereby acknowledges that the Trustee and the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s identity as a separate legal entity and to make it apparent to third Persons 55 that the Issuer is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth herein, the Issuer shall take such actions as shall be required in order that: (i) The Issuer will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) At least two directors of the Issuer (the “Independent Directors”) shall be individuals who are (A) for the five-year period prior to his or her appointment as Independent Director has not present been, and during the continuation of his or former directorsher service as Independent Director is not: (i) an employee, officersdirector, employees stockholder, member, manager, partner or 5% beneficial owners officer of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Issuer, Oportun or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be of their respective Affiliates (other than his or her service as an Independent Director solely because such individual serves of the Issuer or has served in the capacity of an “independent director” or similar capacity for any Affiliate that is a special purpose entities formed by Parent entity); (ii) a customer or supplier of the Issuer, Oportun or any of its Affiliatestheir respective Affiliates (other than his or her service as an Independent Director of the Issuer or any Affiliate that is a special purpose entity); or (iii) any member of the immediate family of a person described in (i) or (ii), and (B) has, (i) prior experience as an Independent Director for a corporation or limited liability company whose charter documents required the unanimous consent of all Independent Directors thereof before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. The limited liability company agreement of the Issuer shall provide that (i) the Issuer shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iii) any employee, consultant or agent of the Issuer will be compensated from funds of the Issuer, as appropriate, for services provided to the Issuer; (iv) the Issuer will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture or otherwise consented to by the Noteholders or the Trustee, at the direction of the Required Noteholders; (vi) the Issuer’s books and records will be maintained separately from those of any other Person; (vii) all audited financial statements of any Person that are consolidated to include the Issuer will contain notes clearly stating that (A) all of the Issuer’s assets are owned by the Issuer, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on pursuant to the date hereofTransaction Documents, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Purchaser hereby acknowledges that the Trustee and the Noteholders are Lender is entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Program Documents in reliance upon the Issuer’s Purchaser's identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Purchaser shall take all reasonable steps to continue the Issuer’s Purchaser's identity as a separate legal entity and to make it apparent to third Persons that the Issuer Purchaser is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant other covenants set forth herein, the Issuer Purchaser shall take such actions as shall be required in order so that: (ia) The Issuer Purchaser will be a limited purpose limited liability company corporation whose primary activities are restricted in its operating agreement certificate of incorporation to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least two directors Not less than one member of the Issuer Purchaser's Board of Directors (the “each, an "Independent Directors”Director") shall be individuals an individual who are is not, and during the past five years has not present been, a director, officer, employee or former directors, officers, employees or 5% five percent beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun any of the Sellers or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its Affiliates. The limited liability company agreement certificate of the Issuer incorporation of Purchaser shall provide that (i) the Issuer Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Purchaser unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iiic) any Any employee, consultant consultant, or agent of the Issuer Purchaser will be compensated from funds of the IssuerPurchaser, as appropriate, for services provided to the IssuerPurchaser; (ivd) the Issuer Purchaser will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Purchaser and any other Person share items of expenses such as legal, auditing auditing, and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s ; Purchaser's operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersLender; (vie) the Issuer’s books Purchaser's Books and records Records will be maintained separately from those of any other PersonPerson and clearly marked as pledged to Lender hereunder; (viif) all All audited financial statements of any Person that are consolidated to include the Issuer Purchaser will contain detailed notes clearly stating that (Ai) all of the Issuer’s Purchaser's assets are owned by the IssuerPurchaser, and (Bii) the Issuer Purchaser is a separate corporate entity; (viiig) the Issuer’s Purchaser's assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixh) the Issuer Purchaser will strictly observe appropriate corporate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Purchaser will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (xi) the Issuer Purchaser shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xij) any Any Person that renders or otherwise furnishes services to the Issuer Purchaser will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer ; and (k) Purchaser will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lender and the Noteholders Administrator are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the Issuer’s Borrower's identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the Issuer’s Borrower's identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1(b), the Issuer Borrower shall take such actions as shall be required in order that: (i) The Issuer Borrower will be a limited special purpose limited liability company corporation whose primary activities are restricted in its operating agreement certificate of incorporation to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) At least two directors Not less than one member of the Issuer Borrower's Board of Directors (the “"Independent Directors”Director") shall be individuals an individual who are is not, and during the past five (5) years has not present been,: (A) a creditor, supplier, director, officer, employee, family member, manager or former directorscontractor of Servicer, officersthe Originator or any of their respective Subsidiaries or Affiliates (other than Seller), employees (B) a direct or 5% indirect or beneficial owners owner, excluding de minimus ownership interests, (at the time of such individual's appointment as an Independent Director or at any time thereafter while serving as an Independent Director) of any of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun or any Affiliate thereof; providedBorrower, howeverServicer, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent Originator, or any of its their respective Subsidiaries or Affiliates. The limited liability company agreement of the Issuer shall provide that (i) the Issuer shall not approve, having general voting rights, or take (C) a person who controls (whether directly, indirectly or otherwise) Servicer, the Originator or any of their respective Subsidiaries or Affiliates (other action to cause than Seller) or any creditor, supplier, employee, officer, director, manager or contractor of Servicer, the filing of, a voluntary bankruptcy petition with respect to the Issuer unless the Independent Directors shall approve the taking Originator or any of such action in writing prior to the taking of such action, and their respective Subsidiaries or Affiliates (ii) such provision cannot be amended without the prior written consent of the Independent Directors;other than Seller). (iii) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (iv) the Issuer Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s Borrower's operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAdministrator and Lender; (vi) the Issuer’s Borrower's books and records will be maintained separately from those of any other Person; (vii) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the Issuer’s Borrower's assets are owned by the IssuerBorrower, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee each Lender and the Noteholders Administrative Agent are entering into the transactions contemplated by this Base Indenture Loan Agreement and the other Transaction Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from the members, shareholders or other equity owners of the Parent or any other Person. Therefore, from and after the date hereofClosing Date, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1(b), the Issuer Borrower shall take such actions as shall be required in order that: (i) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement the Borrower Organizational Documents to acquiring and owning financial assets Pledged Policies and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate pursuant to carry out its primary activitiesthis Loan Agreement; (ii) At least two directors one director of the Issuer Borrower (the “Independent DirectorsDirector”) shall be individuals an individual who are (i) is not a present or former directorsdirector, officersmanager, employees officer, employee, supplier, customer or five percent (5% %) beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock or other equity interest of Oportun the Parent or any Affiliate thereofthereof and (ii) has at least three years of employment experience with one or more entities with a national reputation and presence that provide, in the ordinary course of its business, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities, and is currently employed by such an entity; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent the Borrower or any of its Affiliates. The limited liability company agreement of the Issuer Borrower Organizational Documents shall provide that (i) the Issuer board of directors or the equity owners of the Borrower shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors Director shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent DirectorsDirector; (iii) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (iv) the Issuer The Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the IssuerThe Borrower shall hold itself out as a separate entity; (vi) The Borrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction of the Required NoteholdersLoan Agreement; (vivii) the IssuerThe Borrower’s books and records will be maintained separately from those of any other Person; (viiviii) all The Borrower shall pay its own liabilities out of its own funds; (ix) The Borrower shall not acquire any obligations or securities of its partners or shareholders; (x) All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain notes clearly stating that (A) all of the IssuerBorrower’s assets are owned by the IssuerBorrower, and (B) the Issuer Borrower is a separate entity; (viiixi) the IssuerThe Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixxii) the Issuer The Borrower will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables Pledged Policies to the extent explicitly permitted by this Indenture and the other Transaction Documents; (xxiii) the Issuer The Borrower shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other PersonPerson other than, for avoidance of doubt, life insurance policies purchased by the Borrower for investment purposes and pledged to the Administrative Agent and the Lenders hereunder; (xixiv) any The Borrower shall maintain an arm’s length relationship with its Affiliates; (xv) Any Person that renders or otherwise furnishes services to the Issuer Borrower will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer The Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xiixvi) comply with The Borrower will maintain all material policies and procedures or take or continue to take all actions necessary or appropriate to ensure that all factual assumptions of fact set forth in each opinion with respect to certain bankruptcy matters opinions of counsel of the Borrower or its Affiliates delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under in connection herewith or the other Transaction Documents to which it is a party remain true and the conduct of its business with the Seller, the Servicer or any other Personaccurate at all times.

Separate Legal Entity. (a) The Issuer hereby acknowledges that Company shall respect and appropriately document the Trustee separate and the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s identity independent nature of its activities, as a legal entity separate from compared with those of any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s its identity as a separate legal entity entity, and to make it apparent to third Persons that the Issuer Company is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinforegoing, the Issuer shall take such actions as shall be required in order thatCompany: (i) The Issuer will shall maintain a principal executive and administrative office through which its business is conducted separately from those of any other Person, and, to the extent that the Company and any other Persons have offices in contiguous space, there shall be a limited purpose limited liability company whose primary activities are restricted in fair and appropriate allocation of overhead costs and expenses related to services performed by any employee of an Affiliate among them, and each such entity shall bear its operating agreement fair share of such expenses and expenses relating to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activitiesservices; (ii) At least two directors of the Issuer (the “Independent Directors”) shall be individuals who are not present or former directors, officers, employees or 5% beneficial owners of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served engage only in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its Affiliates. The limited liability company agreement of the Issuer shall provide that (i) the Issuer shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer unless the Independent Directors shall approve the taking of such action those transactions described in writing prior to the taking of such action, Section 3.1 hereof and (ii) such provision cannot be amended without the prior written consent of the Independent Directorsmatters necessarily incident thereto; (iii) shall have stationery and other business forms and a mailing address and a telephone number separate from that of any employee, consultant or agent of the Issuer will be compensated from funds of the Issuer, as appropriate, for services provided to the Issuerother Person; (iv) shall maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on commercially reasonable terms, including without limitation, ensuring that, to the Issuer will allocate extent that it jointly contracts with any of its Members or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities and charge fairly that each such entity shall bear its fair share of such costs and reasonably overhead expenses shared shall ensure that, to the extent that the Company contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person. To , the extent, if any, that the Issuer and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the extent practical on the basis goods and services are provided and that each such entity shall bear its fair share of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services renderedsuch costs; (v) the Issuer’s shall at all times be adequately capitalized in light of its contemplated business; shall at all times provide for its own operating expenses will and liabilities from its own funds, shall not allow its funds to be paid by diverted to any other Person or for other than the use of the Company, and shall not, except as may be expressly permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction agreements of the Required NoteholdersCompany, allow its funds to be commingled with those of any Affiliate of the Company or any other Person; (vi) shall maintain its assets and transactions separately from those of any other Person, reflect such assets and transactions in financial statements separate and distinct from those of any other Person, evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other Person and to the Issuerextent that the books and records of the Company are consolidated with those of any other Person, the fact of such consolidation shall be noted in a footnote to such Person’s books and records records; (vii) shall ensure that all material transactions between the Company and any of its Affiliates shall be only on an arm’s-length basis; (viii) shall conduct business in its own name and hold itself out to the public under its own name as a legal entity separate and distinct from any other Person, shall act solely in its own name and through its own authorized officers and agents, and no Affiliate of the Company shall be appointed to act as agent by the Company, except as may be expressly permitted by any written agreements of the Company; (ix) shall ensure that decisions with respect to its business and daily operations shall be independently made by the Company (although the officer making any particular decision may also be an officer or director of any Affiliate of the Company) and shall not be dictated by an Affiliate of the Company; (x) shall have, if appropriate, U.C.C.-1 financing statements, with respect to all assets purchased from any other Person; (xi) shall file its own tax returns, if any, or, if it is a member of a consolidated group, will join in the consolidated return of such group as a separate member thereof and shall ensure that any financial reports required of the Company shall comply with generally accepted accounting principles and shall be maintained issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates; (xii) shall ensure that any tax payments made on the Company’s behalf are allocated appropriately; (xiii) shall comply with all provisions of this Agreement and shall observe all necessary, appropriate and customary limited liability company formalities; (xiv) shall maintain its bank accounts separate from any other Person; and (xv) shall correct any known misunderstanding regarding its separate identity. Failure of the Company or the Managing Member on behalf of the Company to comply with any of the foregoing covenants shall not affect the status of the Company as a separate legal entity or the limited liability of the Members. (b) The Company shall not: (i) incur any indebtedness for borrowed money, or assume or guaranty any indebtedness for borrowed money of any other entity, other than any Obligation incurred in connection with Asset Purchase Agreement and the Lease Agreement; (ii) direct or participate in the management of any other Person’s operations (other than the Partnership), and no other Person shall be permitted to direct or participate in the management of the Company; (iii) hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for any obligations of any other Person, except as may be expressly permitted in any written agreements of the Company; (iv) become liable as a guarantor or otherwise with respect to any debt or contractual obligation of any other Person; (v) make any payment or distribution of assets with respect to any obligation of any other Person or grant any lien, security interest or encumbrance on any of its assets to secure any obligation of any other Person; (vi) make loans, advances or otherwise extend credit to any other Person, except on an arm’s-length basis, and shall not permit any Affiliate of the Company to advance funds to the Company or otherwise supply funds to, or guaranty debts of, the Company, except as may be expressly permitted by any written agreements of the Company; (vii) fail to maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (vii) all audited financial statements of any Person that are consolidated to include the Issuer will contain notes clearly stating that (A) all of the Issuer’s assets are owned by the Issuer, and (B) the Issuer is a separate entity; (viii) shall not acquire the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those obligations or securities of any other Personits Affiliates; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will shall not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, identify itself as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs division of any other Person; and (xiix) file or consent to the filing of any petition to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors, except pursuant to Section 7.3(a) of this Agreement. Failure of the Company or the Managing Member on behalf of the Company, to comply with all material assumptions any of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to foregoing covenants shall not affect the Issuer, its obligations hereunder and under status of the other Transaction Documents to which it is Company as a party and separate legal entity or the conduct limited liability of its business with the Seller, the Servicer or any other PersonMembers.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lenders and the Noteholders Agents are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any Originator or other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1.2, the Issuer Borrower shall take such actions as shall be required in order that: (ia) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement certificate of incorporation to owning financial assets the Receivables and Related Security and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least two directors Not less than one member of the Issuer Borrower’s Board of Directors (the each, an “Independent DirectorsDirector”) shall be individuals an individual who are is not, and during the past five (5) years has not present or former directorsbeen, officersa director, employees officer, employee or 5% beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun ArvinMeritor or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent ArvinMeritor or any of its Affiliates. The limited liability company agreement certificate of the Issuer incorporation of Borrower shall provide that (i) the Issuer Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iiic) any Any employee, consultant consultant, or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (ivd) the Issuer Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer; Borrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAgents; (vie) the IssuerBorrower’s books and records will be maintained separately from those of any other Person; (viif) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the Issuer’s assets are owned by the IssuerReceivables have been sold to Borrower, and (B) the Issuer Borrower is a separate legal entity; (viiig) the IssuerBorrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixh) the Issuer Borrower will strictly observe appropriate corporate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary Person except for such commingling in connection with servicing the Receivables as is permitted pursuant to the extent explicitly permitted by this Indenture and the other Transaction DocumentsSection 11.2.3(d); (xi) the Issuer Borrower shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person;; and (xij) any Any Person that renders or otherwise furnishes services to the Issuer Borrower will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lenders and the Noteholders Administrative Agent are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Loan Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from any Servicer, Parent, Originator, and each other Person. Therefore, from and after date on which Borrower was incorporated, Borrower has taken and, on and after the date hereofClosing Date, the Issuer shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third all Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, Person and is not a division of Parent, Originator, or any other Person. Since its incorporation, Borrower has complied, and, on and after the occurrence of the Closing Date, Borrower shall continue to comply, with all applicable entity laws concerning separateness and will observe all procedures required by its Organizational Documents concerning separateness. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 6.2, since its incorporation, Borrower has taken, and, on and after the Issuer occurrence of the Closing Date, Borrower shall take continue to take, such actions as shall be required in order that: (ia) The Issuer Borrower will be a limited purpose limited liability company corporation whose primary activities are restricted in its operating agreement to owning financial assets purchasing the Receivables and Related Security and financing the acquisition thereof thereof, to providing (or arranging for the provision of) services necessary for the collection of such Receivables and the maintenance of ownership of such Receivables and Related Security and the proceeds thereof, and conducting such other activities as it deems that are incidental to and necessary or appropriate convenient to carry out its primary activities; (iib) At all times at least two directors one member of the Issuer Borrower’s Board of Directors (the each, an “Independent DirectorsDirector”) shall be individuals an individual who are is not, and during the past five (5) years has not present been, a director, officer, employee, or former directorsAffiliate of Parent, officersOriginator, employees or 5% any of their respective Subsidiaries or Affiliates (other than Borrower) or beneficial owners owner (at the time of such Person’s appointment as an Independent Director or at any time thereafter while serving as an Independent Director) of the outstanding common stock of Borrower, Originator, or any of their respective Subsidiaries or Affiliates or any Person or entity beneficially owning any outstanding shares of common stock of Oportun Parent or any Affiliate thereofof its Affiliates; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent or any of its Affiliates. The limited liability company agreement certificate of the Issuer incorporation of Borrower shall provide provide, among other things, that (i) the Issuer Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the each Independent Directors Director shall approve the taking of such action in writing prior to the taking of such action, action and (ii) such provision cannot be amended without the prior written consent of the each Independent DirectorsDirector; (iiic) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the Issuerby Borrower, as appropriate, for services provided to the IssuerBorrower; Borrower will provide separately for its expenses and liabilities and will fairly and reasonably allocate any expenses associated with services provided by common employees, consultants or agents, office space, or other administrative expenses with any Affiliate; (ivd) the Issuer Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To , and, to the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer; Borrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, Administrative Agent; any Person that renders or otherwise furnishes services to Borrower will be compensated thereby at the direction of the Required Noteholdersmarket rates for such services it renders or otherwise furnishes thereto; (vie) the Issuer’s books Borrower will maintain its books, records, accounts, and records will be maintained separately financial statements separate from those of any other person or entity, except to the extent that the assets, liabilities, and operations of Borrower may be reflected in Parent’s or any other Person; (vii) all audited ’s consolidated financial statements; further, if its assets and liabilities are included in the consolidated financial statements of Parent or any Person other Person, Parent will ensure that are such consolidated financial statements include footnotes, detailed notes or other appropriate information to include the Issuer will contain notes clearly stating disclose that (Ai) all of the IssuerBorrower’s assets are owned by Borrower, (ii) Borrower is the Issuersole owner of the Receivables, (iii) Borrower is a separate legal entity, and (Biv) that the Issuer assets of Borrower will not be available to satisfy Parent’s or any other Person’s obligations; if the assets and liabilities or results of operations of Borrower are included in the tax return of Parent or any other Person, Parent will ensure that such tax return is not provided to any third party (other than the taxing authorities) without a separate entitycontemporaneous disclosure to the effect that Borrower’s assets will not be available to satisfy the obligations of Parent or such other Person, as applicable; (viiif) Borrower will conduct its business in its own name; all written and oral communications from Borrower to a third party, including letters and invoices, will be made solely in the Issuername of Borrower or by ASP as Servicer; (g) Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; Borrower will not identify itself as a division of any other person or entity, and will hold itself out to creditors and the public as a legal entity separate and distinct from any other Person; (ixh) the Issuer Borrower will strictly observe appropriate corporate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary commingling except in connection with servicing Servicer’s corporate cash management program and otherwise in a manner consistent with the Receivables to the extent explicitly permitted by terms of this Indenture and the other Transaction DocumentsAgreement; (xi) the Issuer Borrower shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xij) Borrower will not guarantee or become obligated for or hold itself out to any person as being liable for the payment of any liability of any other Person that renders or otherwise furnishes services to and none of the Issuer assets of Borrower will be compensated thereby at market rates held out as being available for such services it renders the payment of any liability or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer debt of any other person or entity; Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; (k) Borrower will be adequately capitalized for its intended purpose and operations and, at a minimum, shall maintain at all times the Required Capital Amount; and (xiil) comply with all material Borrower shall take such other actions as are necessary on its part to ensure that the facts and assumptions of fact set forth in each the opinion issued by Hunton & Xxxxxxxx LLP, as counsel for Borrower, in connection with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, closing or initial Loan under this Agreement and relating to substantive consolidation issues, and in the Issuercertificates accompanying such opinion, its obligations hereunder remain true and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Personcorrect in all material respects at all times.

Separate Legal Entity. The Issuer hereby acknowledges that the Trustee Trustee, the Certificateholders and the Noteholders are entering into the transactions contemplated by this Base Indenture and the other Transaction Documents in reliance upon the Issuer’s identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer shall take all reasonable steps to continue the Issuer’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth herein, the Issuer shall take such actions as shall be required in order that: (i) The Issuer will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement the Issuer LLC Agreement to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) At least two directors one manager of the Issuer (the “Independent DirectorsManager”) shall be individuals who are a natural person who, (A) for the five-year period prior to his or her appointment as an Independent Manager has not present been, and during the continuation of his or former directorsher service as an Independent Manager is not: (i) an employee, officersdirector, employees stockholder, partner or 5% beneficial owners officer of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun Issuer or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be of its Affiliates (other than his or her service as an Independent Director solely because such individual serves or has served in the capacity of an “independent director” Manager or similar capacity for special purpose entities formed by Parent of the Issuer or any of its Affiliates. The limited liability company agreement ); (ii) a customer or supplier of the Issuer or any of its Affiliates (other than an Independent Manager provided by a corporate services company that provides independent directors/managers in the ordinary course of its business); or (iii) any member of the immediate family of a person described in clause (i) or (ii) above; and (B) is employed by a nationally 4866-9982-4145.5 recognized entity that provides, in the ordinary course of its business, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. The Issuer LLC Agreement shall provide that (i) the Issuer shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer unless the Independent Directors Manager shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent DirectorsManager; (iii) any employee, consultant or agent of the Issuer will be compensated from funds of the Issuer, as appropriate, for services provided to the Issuer; (iv) the Issuer will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction of the Required Noteholders; (vi) the Issuer’s books and records will be maintained separately from those of any other Person; (vii) all audited financial statements of any Person that are consolidated to include the Issuer will contain notes clearly stating that (A) all of the Issuer’s assets are owned by the Issuer, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each the opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx Xxxxx Xxxx LLP 4866-9982-4145.5 on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Personcertain of its Affiliates.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee each Lender and the Noteholders Administrative Agent are entering into the transactions contemplated by this Base Indenture Loan Agreement and the other Transaction Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from any other Personits Affiliates and from Affiliates of Imperial. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1(b), the Issuer Borrower shall take such actions as shall be required in order that: (i) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement the Borrower Organizational Documents to owning financial Policies and certain related assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) At least two directors one manager of the Issuer Borrower (the “Independent DirectorsManager”) shall be individuals an individual who are (i) is not a present or former directorsdirector, officersmanager, employees officer, employee, supplier, customer or five percent (5% %) beneficial owners owner of the outstanding common stock equity interests of any Person or entity beneficially owning any outstanding shares of common stock of Oportun the Borrower, Parent Pledgor, Servicer, Imperial or any Affiliate thereofof any of them and (ii) has at least three years of employment experience with one or more entities with a national reputation and presence that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities, and is currently employed by such an entity; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director Manager solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent the Borrower or any Affiliate of its Affiliatesthe Borrower or Imperial. The limited liability company agreement Borrower Organizational Documents of the Issuer Borrower shall provide that (i) the Issuer board of directors or the member of the Borrower shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors Manager shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent DirectorsManager; (iii) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (iv) the Issuer will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis each of actual use or the value of services rendered, and otherwise them on a basis reasonably related to the actual use or the value of services renderedreasonable and fair basis; (v) the Issuer’s operating expenses will not be paid by any other Person except The Borrower shall hold itself out as permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction of the Required Noteholdersa separate entity; (vi) the Issuer’s The Borrower will maintain books and records will be maintained separately from those of any other Person; (vii) all The Borrower shall pay its own material liabilities out of its own funds; (viii) The Borrower shall not acquire any obligations or securities of its partners or shareholders; (ix) All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain notes clearly stating and conspicuously indicating (in appropriate notes or otherwise) that (A) all of the IssuerBorrower’s assets are owned by the IssuerBorrower, and (B) the Issuer Borrower is a separate entity; (viiix) the IssuerThe Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixxi) the Issuer The Borrower will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables Pledged Policies to the extent explicitly permitted by this Indenture and the other Transaction Documents; (xxii) the Issuer The Borrower shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xixiii) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer The Borrower shall maintain an arm’s length relationship with its Affiliates and Affiliates of Imperial; and (xiv) The Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and. (xiixv) comply with The Borrower will not fail to maintain all material policies and procedures or take or continue to take all actions necessary or appropriate to ensure that all factual assumptions of fact set forth in each opinion with respect to certain bankruptcy matters opinions of counsel of the Borrower or its Affiliates delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under in connection herewith or the other Transaction Documents to which it is a party remain true and the conduct of its business with the Seller, the Servicer or any other Personaccurate at all times.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee each Lender and the Noteholders Administrative Agent are entering into the transactions contemplated by this Base Indenture Loan Agreement and the other Transaction Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from the members, shareholders or other equity owners of the Parent or any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1(b), the Issuer Borrower shall take such actions as shall be required in order that: (i) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement the Borrower Organizational Documents to acquiring and owning financial assets Pledged Policies and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate pursuant to carry out its primary activitiesthis Loan Agreement; (ii) At least two directors one director of the Issuer Borrower (the “Independent DirectorsDirector”) shall be individuals an individual who are (i) is not a present or former directorsdirector, officersmanager, employees officer, employee, supplier, customer or five percent (5% %) beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock or other equity interest of Oportun the Parent or any Affiliate thereofthereof and (ii) has at least three years of employment experience with one or more entities with a national reputation and presence that provide, in the ordinary course of its business, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities, and is currently employed by such an entity; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent the Borrower or any of its Affiliates. The limited liability company agreement of the Issuer Borrower Organizational Documents shall provide that (i) the Issuer board of directors or the equity owners of the Borrower shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors Director shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent DirectorsDirector; (iii) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (iv) the Issuer The Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the IssuerThe Borrower shall hold itself out as a separate entity; (vi) The Borrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction of the Required NoteholdersLoan Agreement; (vivii) the IssuerThe Borrower’s books and records will be maintained separately from those of any other Person; (viiviii) all The Borrower shall pay its own liabilities out of its own funds; (ix) The Borrower shall not acquire any obligations or securities of its partners or shareholders; (x) All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain notes clearly stating that (A) all of the IssuerBorrower’s assets are owned by the IssuerBorrower, and (B) the Issuer Borrower is a separate entity; (viiixi) the IssuerThe Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixxii) the Issuer The Borrower will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables Pledged Policies to the extent explicitly permitted by this Indenture and the other Transaction Documents; (xxiii) the Issuer The Borrower shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other PersonPerson other than, for avoidance of doubt, life insurance policies purchased by the Borrower for investment purposes and pledged to the Administrative Agent and the Lenders hereunder; (xixiv) any The Borrower shall maintain an arm’s length relationship with its Affiliates; (xv) Any Person that renders or otherwise furnishes services to the Issuer Borrower will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer The Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xiixvi) comply with The Borrower will maintain all material policies and procedures or take or continue to take all actions necessary or appropriate to ensure that all factual assumptions of fact set forth in each opinion with respect to certain bankruptcy matters opinions of counsel of the Borrower or its Affiliates delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under in connection herewith or the other Transaction Documents to which it is a party remain true and the conduct of its business with the Seller, the Servicer or any other Personaccurate at all times.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee each Lender and the Noteholders Administrative Agent are entering into the transactions contemplated by this Base Indenture Loan Agreement and the other Transaction Documents in reliance upon the IssuerBorrower’s identity as a legal entity separate from the members, shareholders or other equity owners of the Parent or any other Person. Therefore, from and after the date hereofClosing Date, the Issuer Borrower shall take all reasonable steps to continue the IssuerBorrower’s identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1(b), the Issuer Borrower shall take such actions as shall be required in order that: (i) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement the Borrower Organizational Documents to acquiring and owning financial assets Pledged Policies and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate pursuant to carry out its primary activitiesthis Loan Agreement; (ii) At least two directors one director of the Issuer Borrower (the “Independent DirectorsDirector”) shall be individuals an individual who are (i) is not a present or former directorsdirector, officersmanager, employees officer, employee, supplier, customer or five percent (5% %) beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock or other equity interest of Oportun the Parent or any Affiliate thereofthereof and (ii) has at least three years of employment experience with one or more entities with a national reputation and presence that provide, in the ordinary course of its business, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities, and is currently employed by such an entity; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “independent director” or similar capacity for special purpose entities formed by Parent the Borrower or any of its Affiliates. The limited liability company agreement of the Issuer Borrower Organizational Documents shall provide that (i) the Issuer board of directors or the equity owners of the Borrower shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors Director shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent DirectorsDirector; (iii) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (iv) the Issuer The Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the IssuerThe Borrower shall hold itself out as a separate entity; (vi) The Borrower’s operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture or otherwise consented to by the Trustee, at the direction of the Required NoteholdersLoan Agreement; (vivii) the IssuerThe Borrower’s books and records will be maintained separately from those of any other Person; (viiviii) all The Borrower shall pay its own liabilities out of its own funds; (ix) The Borrower shall not acquire any obligations or securities of its members, partners or shareholders other than the Third A&R Demand Note; (x) All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain notes clearly stating that (A) all of the IssuerBorrower’s assets are owned by the IssuerBorrower, and (B) the Issuer Borrower is a separate entity; (viiixi) the IssuerThe Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ixxii) the Issuer The Borrower will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer Borrower will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables Pledged Policies to the extent explicitly permitted by this Indenture and the other Transaction Documents; (xxiii) the Issuer The Borrower shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other PersonPerson other than, for avoidance of doubt, life insurance policies purchased by the Borrower for investment purposes and pledged to the Administrative Agent and the Lenders hereunder; (xixiv) any The Borrower shall maintain an arm’s length relationship with its Affiliates; (xv) Any Person that renders or otherwise furnishes services to the Issuer Borrower will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer The Borrower will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xiixvi) comply with The Borrower will maintain all material policies and procedures or take or continue to take all actions necessary or appropriate to ensure that all factual assumptions of fact set forth in each opinion with respect to certain bankruptcy matters opinions of counsel of the Borrower or its Affiliates delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under in connection herewith or the other Transaction Documents to which it is a party remain true and the conduct of its business with the Seller, the Servicer or any other Personaccurate at all times.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lender --------------------- and the Noteholders Administrator are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the Issuer’s Borrower's identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the Issuer’s Borrower's identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1.2, the Issuer ------------- Borrower shall take such actions as shall be required in order that: (ia) The Issuer Borrower will be a limited purpose limited liability company corporation whose primary activities are restricted in its operating agreement certificate of incorporation to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least Not less than two directors members of the Issuer Borrower's Board of Directors (the “"Independent Directors”") shall be individuals who are not, and during the --------------------- past five (5) years have not present or former directorsbeen, officersa director, employees officer, employee or 5% beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun Xxxxx or any Affiliate thereof; provided, however, that an individual shall not be -------- ------- deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “"independent director” " or similar capacity for special purpose entities formed by Parent Xxxxx or any of its Affiliates. The limited liability company agreement certificate of the Issuer incorporation of Borrower shall provide that (i) the Issuer Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iiic) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (ivd) the Issuer Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (ve) the Issuer’s Borrower's operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAdministrator and Lender; (vif) the Issuer’s Borrower's books and records will be maintained separately from those of any other Person; (viig) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the Issuer’s Borrower's assets are owned by the IssuerBorrower, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lender and the Noteholders Administrator are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the Issuer’s Borrower's identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the Issuer’s Borrower's identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any Originator or other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1.2, the Issuer Borrower shall take such actions as shall be required in order that: (ia) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement certificate of organization to owning financial assets the Receivables and Related Security and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (iib) At least two directors Not less than one member of the Issuer Borrower's Board of Directors (the “Independent Directors”each, an "INDEPENDENT DIRECTOR") shall be individuals an individual who are is not, and during the past five (5) years has not present or former directorsbeen, officersa director, employees officer, employee or 5% beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun G&K or any Affiliate thereof; providedPROVIDED, howeverHOWEVER, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “"independent director” " or similar capacity for special purpose entities formed by Parent G&K or any of its Affiliates. The limited liability company agreement certificate of the Issuer organization of Borrower shall provide that (i) the Issuer Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Directors; (iiic) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (ivd) the Issuer Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s ; Borrower's operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAdministrator and Lender; (vie) the Issuer’s Borrower's books and records will be maintained separately from those of any other Person; (viif) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the Issuer’s Borrower's assets are owned by the IssuerBorrower, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lender and the Noteholders Administrator are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the Issuer’s Borrower's identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the Issuer’s Borrower's identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1(b), the Issuer Borrower shall take such actions as shall be required in order that: (i) The Issuer Borrower will be a limited special purpose limited liability company corporation whose primary activities are restricted in its operating agreement certificate of incorporation to owning financial assets and financing the acquisition thereof and conducting such other activities as it deems necessary or appropriate to carry out its primary activities; (ii) At least two directors Not less than one member of the Issuer Borrower's Board of Directors (the “"Independent Directors”Director") shall be individuals an individual who are is not, and during the past five (5) years has not present or former directorsbeen, officersa director, employees officer, employee or 5% beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun Covenant Nevada or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “"independent director” " or similar capacity for special purpose entities formed by Parent Covenant Nevada or any of its Affiliates. The limited liability company agreement certificate of the Issuer incorporation of Borrower shall provide that (iA) the Issuer Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the Independent Directors Director shall approve the taking of such action in writing prior to the taking of such action, and (iiB) such provision cannot be amended without the prior written consent of the Independent DirectorsDirector; (iii) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (iv) the Issuer Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s Borrower's operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAdministrator and Lender; (vi) the Issuer’s Borrower's books and records will be maintained separately from those of any other Person; (vii) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the Issuer’s Borrower's assets are owned by the IssuerBorrower, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.

Separate Legal Entity. The Issuer Borrower hereby acknowledges that the Trustee Lender and the Noteholders Administrator are entering into the transactions contemplated by this Base Indenture Agreement and the other Transaction Documents in reliance upon the Issuer’s Borrower's identity as a legal entity separate from any other Person. Therefore, from and after the date hereof, the Issuer Borrower shall take all reasonable steps to continue the Issuer’s Borrower's identity as a separate legal entity and to make it apparent to third Persons that the Issuer Borrower is an entity with assets and liabilities distinct from those of any other Person, and is not a division of any Originator or other Person. Without limiting the generality of the foregoing and in addition to and consistent with the covenant set forth hereinin Section 9.1.2, the Issuer Borrower shall take such actions as shall be required in order that: (ia) The Issuer Borrower will be a limited purpose limited liability company whose primary activities are restricted in its operating agreement Organizational Documents to owning financial assets purchasing the Receivables and Related Security and financing the acquisition thereof thereof, to providing (or arranging for the provision of) services necessary for the collection of such Receivables and the maintenance of ownership of such Receivables and the proceeds thereof, and conducting such other activities as it deems that are incidental to and necessary or appropriate convenient to carry out its primary activities; (iib) At least two directors one member of the Issuer Borrower's Board of Managers (the “each, an "Independent Directors”Manager") shall be individuals an individual who are is not, and during the past five (5) years has not present or former directorsbeen, officersa director, employees officer, employee or 5% beneficial owners owner of the outstanding common stock of any Person or entity beneficially owning any outstanding shares of common stock of Oportun Enterprises or any Affiliate thereof; provided, however, that an individual shall not be deemed to be ineligible to be an Independent Director solely because such individual serves or has served in the capacity of an “"independent director” manager" or similar capacity for special purpose entities formed by Parent Enterprises or any of its Affiliates. The limited liability company agreement certificate of the Issuer formation of Borrower shall provide that (i) the Issuer Board of Managers shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Issuer Borrower unless the each Independent Directors Manager shall approve the taking of such action in writing prior to the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the each Independent DirectorsManager; (iiic) any Any employee, consultant or agent of the Issuer Borrower will be compensated from funds of the IssuerBorrower, as appropriate, for services provided to the IssuerBorrower; (ivd) the Issuer Borrower will allocate and charge fairly and reasonably overhead expenses shared with any other Person. To the extent, if any, that the Issuer Borrower and any other Person share items of expenses such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; (v) the Issuer’s ; Borrower's operating expenses will not be paid by any other Person except as permitted under the terms of this Indenture Agreement or otherwise consented to by the Trustee, at the direction of the Required NoteholdersAdministrator and Lender; (vie) the Issuer’s Borrower's books and records will be maintained separately from those of any other Person; (viif) all All audited financial statements of any Person that are consolidated to include the Issuer Borrower will contain detailed notes clearly stating that (A) all of the Issuer’s Borrower's assets are owned by the IssuerBorrower, and (B) the Issuer is a separate entity; (viii) the Issuer’s assets will be maintained in a manner that facilitates their identification and segregation from those of any other Person; (ix) the Issuer will strictly observe appropriate formalities in its dealings with all other Persons, and funds or other assets of the Issuer will not be commingled with those of any other Person, other than temporary commingling in connection with servicing the Receivables to the extent explicitly permitted by this Indenture and the other Transaction Documents; (x) the Issuer shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any insurance policy with respect to any amounts payable due to occurrences or events related to any other Person; (xi) any Person that renders or otherwise furnishes services to the Issuer will be compensated thereby at market rates for such services it renders or otherwise furnishes thereto. Except as expressly provided in the Transaction Documents, the Issuer will not hold itself out to be responsible for the debts of any other Person or the decisions or actions respecting the daily business and affairs of any other Person; and (xii) comply with all material assumptions of fact set forth in each opinion with respect to certain bankruptcy matters delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP on the date hereof, relating to the Issuer, its obligations hereunder and under the other Transaction Documents to which it is a party and the conduct of its business with the Seller, the Servicer or any other Person.