Common use of Single-Purpose Entity Clause in Contracts

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as any of the Transaction Documents shall remain in effect: (a) It is and intends to remain solvent and it has paid and shall pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law (except to the extent consolidation is required under GAAP or as a matter of law). (e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (l) It shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (o) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (p) Seller shall not take any of the following actions without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with Buyer, that as of the date hereof and so long as any of the Transaction Documents shall remain in effect: (a) It is and intends to remain solvent and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (b) It has complied and will comply with the provisions of its organizational documentscertificate of formation and its limited liability company agreement. (c) It has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required under GAAP or as a matter of law). (e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other, other and shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than the Purchased LoansLoans and Portfolio Securities, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of the the Purchased Loans and Portfolio Securities and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction DocumentsDocuments and the Securities Repurchase Agreement. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliateaffiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and the Securities Repurchase Agreement, (B) obligations under the documents evidencing the Purchased Loans and Portfolio Securities and (C) unsecured trade payables, in an aggregate amount not to exceed $500,000 100,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the the Purchased LoansLoans and Portfolio Securities; provided, however, that any such trade payables incurred by Seller shall be paid within 60 30 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other PersonPerson (other than in connection with the origination or acquisition of Purchased Loans and Portfolio Securities). (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (l) It shall not Neither it nor Guarantor will seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or Control, consolidation or merger with respect to Sellermerger. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (o) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (p) Seller shall not take any of the following actions without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, servicing, administration, enforcement, financing and disposition of the Purchased LoansLoans and Portfolio Securities. (rq) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (sr) It shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any Repurchase Obligations remain outstanding; provided that, without limiting the obligations of Guarantor under the Transaction Documents shall remain in effect: (a) It is and intends to remain solvent and it has paid and shall pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; providedGuaranty, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.: (a) it is and intends to remain solvent, and it has paid and will pay its debts and liabilities (including overhead expenses) from its own assets as the same shall become due; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates (that is not a Seller), its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and is, will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and its interest under any associated Hedging Transactions.; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates a New Asset under its good faith belief, on such date of acquisition or origination, as applicable, that such New Asset will become a Purchased Asset, so long as such New Asset is promptly transferred by Seller; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing financing, securitizing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates a New Asset under its good faith belief, on such date of acquisition or origination, as applicable, that such New Asset will become a Purchased Asset, so long as such New Asset is promptly transferred by Seller; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing financing, securitizing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred.; (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and it shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets or New Assets which Seller believes in good faith, on the date of origination or acquisition, as applicable, will become a Purchased Asset, so long as such New Asset is promptly transferred by Seller); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall not neither it nor Guarantor will seek its the dissolution, liquidation or winding up, in whole or in part, or suffer any Change part of Control or consolidation or merger with respect to Seller.; (m) It except as otherwise permitted herein, it will not commingle its funds and other assets with those of any of its Affiliates (that is not a Seller) or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates (that is not a Seller) or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.Person (that is not a Seller); (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without ▇▇▇▇▇, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity.; and (s) It it shall not maintain have any employees. (t) It shall at all times maintain at least one Independent Director. For Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstandingshall remain in effect, Seller shall may enter into one or more asset transfer agreements to transfer Purchased Assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) Seller does not take have any financial liability or obligation under any such asset transfer agreement, and (ii) Guarantor or another Person (other than Seller) agrees to be responsible and liable for the performance of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote any and all financial obligations of Seller under any such Independent Director)asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect:effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) It is and intends to remain solvent and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed however, that nothing contained in this Section 13 12 or elsewhere otherwise in this Agreement shall obligate the require any direct or indirect owners of Seller to make any additional capital contributions to Seller from time to time to enable Seller to meet its obligations under this AgreementSeller. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe corporate all limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it Master Seller will file its own tax consolidated Tax returns, if any, which are required by applicable law (except to the extent consolidation is required or permitted under GAAP or as a matter of law). (e) It has beenwill, is and will be, and at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), shall and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will correct any known misunderstanding regarding its status as a separate entitysuch status, shall it will conduct business in its own name, shall it will not identify itself or any of its Affiliates as a division or part of the otherother (except any Series Seller may refer to itself as a “series” of Master Seller), shall it will maintain and utilize separate stationerystationary, invoices and checks, and allocate fairly and reasonably Master Seller or any overhead Series Seller will pay to any Affiliate that incurs costs for shared office space and for administrative services performed by an employee that it uses, the amount of an Affiliatesuch costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and its interest under any associated Hedging Transactionsother assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, originationreacquisition, ownership, financing hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its AffiliatesAffiliates (other than the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing financing, securitizing and disposing of Purchased Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred. (j) It Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It will has maintained and intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed however, that nothing contained in this Section 13 12 or elsewhere otherwise in this Agreement shall obligate the require any direct or indirect owners of Seller to make any additional capital contributions to Seller from time to time to enable Seller to meet its obligations under this AgreementSeller. (l) It shall has not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other PersonPerson (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (nm) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (on) It Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (po) Seller It shall not take any of the following actions without the affirmative vote of the Independent DirectorManager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy CodeLaws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (qp) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, origination, ownership, financing hedging, financing, securitizing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has conducted not and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (ts) It shall Master Seller will have at all times maintain at least one (1) Independent Director. For so long Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s obligations under this Agreement satisfaction of the definition of Independent Manager and the other Transaction Documents are outstanding, (iii) any Independent Manager of Seller shall not take have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 13(p12(o) above above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (including when applicable without i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Sponsors or (B) another Person acceptable to Buyer in its sole and absolute discretion agrees to be responsible and liable for the affirmative vote performance of any and all obligations of Seller under any such Independent Director)asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as at all times while this Agreement or any of the Transaction Documents shall remain hereunder is in effecteffect and Seller covenants that: (a) It is Seller shall own no assets, and intends shall not engage in any business, other than the Purchased Assets, proposed Purchased Assets and Purchased Assets reacquired by Seller from Buyer, and other assets incidental to remain solvent the origination, acquisition, ownership, financing and it has paid disposition of the Purchased Assets; (b) Seller shall not make any loans or advances to any Affiliate or third party and shall not acquire obligations or securities of its Affiliates other than those obligations related to Purchased Assets or securities consisting of Purchased Assets; (c) Seller shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.assets; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe corporate its organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required under GAAP or as a matter of Requirements of Law; provided that appropriate notation shall be made on such financial statements to indicate that Seller’s assets are pledged as collateral for a security agreement) and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter Requirements of lawLaw).; (eg) It has been, is and will Seller shall be, and at all times will shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for U.S. federal and state income tax purposes), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents.; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsoperations and shall remain solvent; provided, that it is understood and agreed that nothing contained the foregoing shall in this Section 13 or elsewhere in this Agreement shall obligate no way be construed as requiring the contribution of capital to Seller by any direct or indirect owners holders of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.interests in Seller; (li) It Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person. (n) It has maintained Person and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Seller shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate or any other Person.; (ok) It has not held and will Seller shall not hold itself out to be responsible for the debts or obligations of any other Person.; (l) Seller shall not, without the prior written consent of its Independent Director, take any action that will result in an Act of Insolvency; (m) Seller shall, at all times, have at least one (1) Independent Director; (n) Seller’s organizational documents shall provide (i) that Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (ii) that any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (o) Seller shall not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Seller shall maintain a sufficient number of employees in light of contemplated business operations; provided, however, that Seller shall not take be required to maintain any employees; (q) Seller shall use separate stationary, invoices and checks bearing its own name, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate; (r) Seller shall not pledge its assets to secure the following actions without the affirmative vote obligations of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity Person (other than under the Transaction Documents); (s) Seller shall not form, acquire or convey hold any Subsidiary or transfer all or substantially all of its properties and assets to own any equity interest in any other entity; and (t) Seller shall not create, incur, assume or (iii) institute suffer to exist any proceeding to be adjudicated as bankrupt Indebtedness, Lien, encumbrance or insolvent, security interest in or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect on any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, assets, revenue, the Purchased Assets, the other Collateral, whether now owned or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwisehereafter acquired, other than those normal (i) obligations under the Transaction Documents, (ii) obligations under the documents evidencing the Purchased Assets, and incidental (iii) unsecured trade payables, in an aggregate amount not to exceed the acquisitionSeller Threshold at any one time outstanding, originationincurred in the ordinary course of acquiring, ownershipowning, financing and disposition disposing of the Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain Assets; provided, however, that any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, such trade payables incurred by Seller shall not take any be paid within ninety (90) days of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director)date incurred.

Single-Purpose Entity. Seller hereby represents and warrants to BuyerAdministrative Agent and Buyers, and covenants with BuyerAdministrative Agent and ▇▇▇▇▇▇, that that, on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any of the Transaction Documents shall hereunder is in effect or any Repurchase Obligations remain in effectoutstanding: (a) It it is and intends to remain solvent solvent, and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement necessary to maintain its separate existence; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of Seller), it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and its interest under any associated Hedging Transactions.; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It except for capital contributions and capital distributions permitted under the terms and conditions of its organizational documents and properly reflected on its books and records, it has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed Two Hundred and Fifty Thousand Dollars ($500,000 250,000) at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred.; (j) It it has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall not neither it nor Guarantor will seek its (A) the dissolution, liquidation liquidation, Division or winding up, in whole or in part, part of Seller or suffer any Change (B) the division of Control Seller into two (2) or consolidation more limited liability companies or merger with respect to Seller.other legal entities; (m) It it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Administrative Agent with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without ▇▇▇▇▇, (ii) Administrative Agent be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity.; and (s) It it shall not maintain have any Subsidiaries or employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents and warrants to BuyerAdministrative Agent and Buyers, and covenants with BuyerAdministrative Agent and ▇▇▇▇▇▇, that that, on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any of the Transaction Documents shall hereunder is in effect or any Repurchase Obligations remain in effect:outstanding: 174259159_1 (a) It it is and intends to remain solvent solvent, and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; due (provided, that it is understood and agreed that however, nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the be construed to require any direct or indirect owners of Seller owner to make any capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.Seller); (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of Seller), it shall correct any known Known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and its interest under any associated Hedging Transactions.; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of the Purchased Loans Assets, New Assets proposed as Purchased Assets, and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $500,000 [***] at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 ninety (90) days of the date incurred.; (j) It it has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets or New Assets being proposed as Purchased Assets); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall not neither it nor Guarantor will seek its (A) the dissolution, liquidation liquidation, Division or winding up, in whole or in part, part of Seller or suffer any Change (B) the division of Control Seller into two (2) or consolidation more limited liability companies or merger with respect to Seller.other legal entities; (m) It it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; 174259159_1 (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Administrative Agent with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without ▇▇▇▇▇, (ii) Administrative Agent be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity.; and (s) It it shall not maintain have any Subsidiaries (other than with respect to an REO Asset) or employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with BuyerPurchaser, that as of the date hereof and for so long as any of the Transaction Documents shall remain in effect: (a) It is Seller shall own no assets, and intends shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Transaction Document; (b) Seller shall not make any loans or advances to remain solvent any Affiliate and it has paid and shall not acquire obligations or securities of its Affiliates; (c) Seller shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.assets; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe corporate its organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of lawRequirements of Law; provided, that (i) appropriate notation shall be made on such financial statements to indicate the separateness of the Seller from such Affiliate and to indicate that the Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on the Seller’s own separate balance sheet) and file its own tax returns (except to the extent consolidation is required or permitted under Requirements of Law).; (eg) It has been, is and will Seller shall be, and at all times will shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents.; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood operations and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.remain solvent; (li) It Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person. (n) It has maintained Person and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Seller shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate or any other Person.; (ok) It has not held and will Seller shall not hold itself out to be responsible for the debts or obligations of any other Person.; (l) Seller shall not, without the prior unanimous written consent of all of its Independent Managers, take any action that will result in an Act of Insolvency; (m) Seller shall, at all times, have at least one (1) Independent Manager; (n) Seller’s organizational documents shall provide (i) that Purchaser be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (ii) that any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (o) Seller shall not enter into any transaction with an Affiliate of the Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Seller shall maintain a sufficient number of employees in light of contemplated business operations; (q) Seller shall use separate invoices and checks bearing its own name, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate; (r) Seller shall not take any pledge its assets to secure the obligations of the following actions without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity Person; (s) Seller shall not form, acquire or convey hold any Subsidiary or transfer all or substantially all of its properties and assets to own any equity interest in any other entity; and (t) Seller shall not create, incur, assume or (iii) institute suffer to exist any proceeding to be adjudicated as bankrupt Lien, encumbrance or insolvent, security interest in or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect on any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, assets, revenue, the Purchased Assets, the other Collateral, whether now owned or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwisehereafter acquired, other than those normal the Liens and incidental security interest granted by Seller pursuant to the acquisition, origination, ownership, financing and disposition of Purchased LoansTransaction Documents. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that as of the date hereof and so long as any of the Transaction Documents shall remain in effect: (a) It is and intends to remain solvent Solvent, and it has paid and shall intends to pay its debts and liabilities (including employment and overhead expenses) from and solely to the extent of its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (b) It has complied and will comply with the provisions of its organizational documentscertificate of formation and its limited liability company agreement in all material respects. (c) It has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law Tax returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law). (e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), it shall correct any known misunderstanding of which it has Knowledge regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, checks and shall allocate fairly and reasonably any overhead for shared office space and for services performed by an any employee of an Affiliateits Affiliates. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the origination, acquisition, originationownership, ownershipservicing, enforcement, financing and disposition of the Purchased Loans and any associated Hedging Transactions in accordance with the applicable provisions of the Transaction DocumentsDocuments and its organizational documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and Documents, (B) obligations under the documents evidencing the Purchased Loans, (C) unsecured trade payables, in an aggregate amount not to exceed $500,000 250,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, servicing, enforcement, financing and disposing of the Purchased Loans; providedLoans and which are either (x) no more than ninety (90) days past due or (y) are being contested in good faith with adequate reserves maintained therefor, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurredand/or (D) as otherwise expressly permitted under this Agreement. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other PersonPerson (other than in connection with the origination or acquisition of Purchased Loans). (k) It will intends to maintain adequate capital derived from income from its business operations for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that it is understood and agreed that nothing contained in this Section 13 the foregoing shall not require any shareholder, member or elsewhere in this Agreement shall obligate the direct or indirect owners partner of Seller such entity to make any additional capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreementsuch entity. (l) It shall not Neither it nor Guarantor will seek its the dissolution, liquidation or winding up, in whole or in part, or suffer any Change part of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (o) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (p) Seller shall not take any of the following actions without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; It will have at all times at least one (1) Independent Director and (ii) consolidate or merge provide Buyer with or into any other entity or convey or transfer up-to-date contact information for all or substantially all of its properties Independent Director(s) and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any copy of the foregoingagreement pursuant to which each Independent Director consents to and serves as an “Independent Director” for Seller. (q) It has Its organizational documents shall provide that (i) no liabilitiesIndependent Director of Seller may be removed or replaced without Cause, contingent (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwiseotherwise voting on, other than those normal any Act of Insolvency; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loansfair dealing. (r) It has conducted and shall conduct not, without the consent of its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any Act of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director)Insolvency.

Single-Purpose Entity. Seller hereby represents and warrants to BuyerAdministrative Agent and Buyers, and covenants with BuyerAdministrative Agent and ▇▇▇▇▇▇, that that, on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any of the Transaction Documents shall hereunder is in effect or any Repurchase Obligations remain in effectoutstanding: (a) It it is and intends to remain solvent solvent, and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement necessary to maintain its separate existence; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of Seller), it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and its interest under any associated Hedging Transactions.; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It except for capital contributions and capital distributions permitted under the terms and conditions of its organizational documents and properly reflected on its books and records, it has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed Two Hundred and Fifty Thousand Dollars ($500,000 250,000) at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred.; (j) It it has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall not neither it nor Guarantor will seek its (A) the dissolution, liquidation liquidation, Division or winding up, in whole or in part, part of Seller or suffer any Change (B) the division of Control Seller into two (2) or consolidation more limited liability companies or merger with respect to Seller.other legal entities; (m) It it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Administrative Agent with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without ▇▇▇▇▇, (ii) Administrative Agent be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions without equity interests in Seller and any Affiliates of Seller except Seller and the affirmative vote creditors of the Independent Director: (i) permit its members Seller with respect to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolventtaking of, or consent to otherwise voting on, any Act of Insolvency; provided that the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It foregoing shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement eliminate the implied contractual covenant of good faith and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).fair dealing;

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as at all times while this Agreement or any of the Transaction Documents shall remain hereunder is in effecteffect and Seller covenants that: (a) It Seller shall own no assets, and shall not engage in any business, other than the Purchased Assets, proposed Purchased Assets and Purchased Assets reacquired by Seller from Buyer, and other assets incidental to the origination, acquisition, ownership, financing, securitization and disposition of the Purchased Assets; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates an Eligible Asset under its good faith belief that such Eligible Asset will become a Purchased Asset; provided, further, that in the event Buyer does not approve such Eligible Asset for inclusion in a Transaction, then Seller shall convey all of its right, title and interest in such Eligible Asset to a third party by not later than ten (10) Business Days after Buyer disapproves (or is deemed to have disapproved) such Eligible Asset; (b) Seller shall not make any loans or advances to any Affiliate or third party and intends shall not acquire obligations or securities of its Affiliates other than those obligations related to remain solvent and it has paid and Purchased Assets or securities consisting of Purchased Assets or Eligible Assets which Seller believes in good faith will become a Purchased Asset; (c) Seller shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.assets; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe corporate its organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members Affiliates that are not a Seller (except that such financial statements may be consolidated to the extent consolidation is permitted or required under GAAP or as a matter of Requirements of Law; provided that (i) appropriate notation shall be made on such financial statements to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate that is not a Seller or any other Person, Person that is not a Seller and it will (ii) such assets shall also be listed on Seller’s own separate balance sheet) and file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or Requirements of Law, such as in the case of a matter of lawdisregarded entity).; (eg) It has been, is and will Seller shall be, and at all times will shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for tax purposes), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents.; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; providedoperations and shall remain solvent, that it in each case, only to the extent sufficient Income is understood and agreed that nothing contained produced from its assets. The foregoing shall in this Section 13 or elsewhere in this Agreement shall obligate no way be construed as requiring the contribution of capital to Seller by any direct or indirect owners holders of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.interests in Seller; (li) It Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and or other assets with those of any of its Affiliates Affiliate that is not a Seller or any other Person. (n) It has maintained Person and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Seller shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate that is not a Seller or any other Person.; (ok) It has not held and will Seller shall not hold itself out to be responsible for the debts or obligations of any other Person.Person that is not a Seller; (l) Seller shall not, without the prior written consent of its Independent Member, take any action that will result in an Act of Insolvency; (m) Seller shall, at all times, have at least one (1) Independent Member; (n) Seller’s organizational documents shall provide (i) that Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Member, together with the name and contact information of the replacement Independent Member and evidence of the replacement’s satisfaction of the definition of Independent Member and (ii) that any Independent Member of Seller shall not have any fiduciary duty to anyone including the holders of the equity interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (o) Seller shall not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Seller shall maintain a sufficient number of employees in light of contemplated business operations; provided, however, that Seller shall not take be required to maintain any employees; (q) Seller shall use separate stationary, invoices and checks bearing its own name, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate; (r) Seller shall not pledge its assets to secure the following actions without the affirmative vote obligations of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity Person (other than another Seller and as otherwise pledged under the Transaction Documents); (s) Seller shall not form, acquire or convey hold any Subsidiary or transfer all or substantially all of its properties and assets to own any equity interest in any other entity; and (t) Seller shall not create, incur, assume or (iii) institute suffer to exist any proceeding to be adjudicated as bankrupt Indebtedness, Lien, encumbrance or insolvent, security interest in or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect on any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, assets, revenue, the Purchased Assets, the other Collateral, whether now owned or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwisehereafter acquired, other than those normal (i) obligations under the Transaction Documents, (ii) obligations under the documents evidencing the Purchased Assets, and incidental (iii) unsecured trade payables, in an aggregate amount not to exceed the acquisitionSeller Threshold at any one time outstanding, originationincurred in the ordinary course of acquiring, ownershipowning, financing and disposition disposing of the Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain Assets; provided, however, that any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, such trade payables incurred by Seller shall not take any be paid within sixty (60) days of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director)date incurred.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as any of the Transaction Documents shall remain in effect: (a) It is and intends to remain solvent and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (b) It has complied and will comply with the provisions of its organizational documentsmemorandum and articles of association. (c) It has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members shareholders and any other Person, Person and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required under GAAP or as a matter of law). (e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other, other and shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash the Transaction Assets and its interest under any associated Hedging Transactionscash. (g) It has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of Purchased Loans the Transaction Assets in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’sarm's-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Transaction Assets and (BC) unsecured trade payables, in an aggregate amount not to exceed $500,000 100,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loansthe Transaction Assets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurredincurred unless a bona fide dispute exists. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreementperson, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (l) It shall not Except to the extent permitted by Section 8.04, neither it nor Parent Guarantor will seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or Control, and to the extent within its control, Seller will not suffer any consolidation or merger with respect to Sellermerger. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (o) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (p) To the extent within its control, Seller shall not permit Parent Guarantor to take any of the following actions without the affirmative vote of the Independent Directoractions: (i) permit its members to dissolve or liquidate Sellerliquidate, in whole or in part, except in connection with a merger or consolidation where such Parent Guarantor is not the surviving entity if such transaction will not effect a Change of Control; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entityentity if such action would result in a Change of Control; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of the such member or Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing; (iv) amend the memorandum and articles of association of Seller; or (v) permit KBS Debt Holdings, LLC to transfer its equity interest in Seller. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, servicing, administration, enforcement, financing and disposition of Purchased Loansthe Transaction Assets. (r) It has conducted and shall conduct its business consistent with the requirements of being a bankruptcy remote, Single-Purpose Entity. (s) It shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any of the Transaction Documents shall hereunder is in effect or any Repurchase Obligations remain in effectoutstanding: (a) It it is and intends to remain solvent solvent, and it has paid and shall intends to pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.existence as an entity duly organized, validly existing and in good standing under the applicable laws of the jurisdiction of its organization or formation; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of Seller), it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased Loans, cash Assets and its interest under any associated Hedging Transactions.rights ancillary thereto; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, originationownership, ownershipadministration, financing and disposition of the Purchased Loans Assets in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ai) obligations under the Transaction Documents Documents, (ii) obligations under the documents evidencing the Purchased Assets, and (Biii) unsecured trade payables, in an aggregate amount not to exceed $500,000 400,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred.; (j) It it has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination, acquisition, ownership or financing of Purchased Assets); (k) It will it intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall it will not seek its the dissolution, liquidation or winding up, in whole or in part, or suffer any Change part of Control or consolidation or merger with respect to Seller.; (m) It it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without Cause, (ii) Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency with respect to Seller; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity.; and (s) It it shall not maintain have any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as any of the Transaction Documents shall remain in effect: (a) It is and intends to remain solvent and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (b) It has complied and will comply with the provisions of its organizational documentsdocumentation. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law (except to the extent consolidation is required under GAAP or as a matter of law). (e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably shall pay to any overhead Affiliate that incurs costs for shared office space and for administrative services performed by an employee that it uses, the amount of an Affiliatesuch costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than Purchased LoansPortfolio Collateral, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans Portfolio Collateral in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’sarm's-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 250,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased LoansPortfolio Collateral; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition of the Portfolio Securities) or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (l) It shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or Control, consolidation or merger with respect to SellerSeller or the Sponsor. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (o) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (p) The Seller shall not take any of the following actions without the affirmative vote of the Independent Director: actions: (i) permit its members shareholders to dissolve or liquidate the Seller, in whole or in part; (ii) consolidate or merge with or into any other entity (where such member is not the surviving entity) or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of the Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased LoansPortfolio Collateral. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as at all times while this Agreement or any of the Transaction Documents shall remain hereunder is in effecteffect and Seller covenants that: (a) It is Seller shall own no assets, and intends shall not engage in any business, other than the Purchased Assets, proposed Purchased Assets and Purchased Assets reacquired by Seller from Buyer, and other assets incidental to remain solvent the origination, acquisition, ownership, financing and it has paid disposition of the Purchased Assets; (b) Seller shall not make any loans or advances to any Affiliate or third party and shall not acquire obligations or securities of its Affiliates other than those obligations related to Purchased Assets or securities consisting of Purchased Assets; (c) Seller shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.assets; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe corporate its organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required under GAAP or as a matter of Requirements of Law; provided that appropriate notation shall be made on such financial statements to indicate that Seller’s assets are pledged as collateral for a security agreement) and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter Requirements of lawLaw).; (eg) It has been, is and will Seller shall be, and at all times will shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for U.S. federal and state income tax purposes), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents.; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsoperations and shall remain solvent; provided, that it is understood and agreed that nothing contained the foregoing shall in this Section 13 or elsewhere in this Agreement shall obligate no way be construed as requiring the contribution of capital to Seller by any direct or indirect owners holders of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.interests in Seller; (li) It Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person. (n) It has maintained Person and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Seller shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate or any other Person.; (ok) It has not held and will Seller shall not hold itself out to be responsible for the debts or obligations of any other Person.; (pl) Seller shall not not, without the prior written consent of its Independent Director, take any action that will result in an Act of the following actions without the affirmative vote of the Insolvency; (m) Seller shall, at all times, have at least one (1) Independent Director: ; (n) Seller’s organizational documents shall provide (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to that Buyer be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (t) It shall at all times maintain given at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).two

Single-Purpose Entity. Each Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof Closing Date and so long as any of the Transaction Documents shall remain in effect: (a) It is and intends to remain solvent Solvent and it has paid and shall will pay its debts and liabilities (including allocated employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other PersonPerson (except, and it will file its own tax returnsin each case, if any, which are required by law (except to the extent consolidation is required permitted under GAAP or as a matter of law), and, to the extent required by law, it will timely (i) file its own Tax returns, if any (except, for the avoidance of doubt, if such Seller is included as part of a consolidated, unitary, combined or similar tax return and not so obligated to file, or if such Seller is disregarded as a separate entity for applicable tax purposes), and (ii) pay any Taxes required to be paid by it under applicable law. (e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than (i) Purchased Loans, cash (ii) Eligible Loans that have received internal credit approval from Buyer to be the subject of a Transaction, but have not yet become Purchased Loans on a Purchase Date, (iii) Purchased Loans that are subject to an early repurchase and are promptly conveyed to a third party or any Affiliate (including in connection with a securitization transaction), (iv) its interest under any associated Hedging Transactionsthe Transaction Documents, (v) cash, and (vi) all other assets incidental to the organization, acquisition, ownership, financing and disposition of the Purchased Loans. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such AffiliateAffiliate and except as specifically contemplated in Section 3(q). (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 400,000 at any one time outstanding, incurred in the ordinary course of acquiring, originating, owning, financing and disposing of Purchased Loans; providedprovided that (A) for unsecured trade payables that constitute legal and transaction related fees in connection with the negotiation and entry into the Transaction Documents, howeverno such value limit shall apply, that and (B) any such and all unsecured trade payables incurred by Seller Sellers shall be paid within 60 90 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (l) It shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to such Seller. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (o) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (p) Seller It shall not take any of the following actions without at all times maintain at least one Independent Manager. Without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate SellerManager, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) such Seller shall not institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of such Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased LoansLoans and Eligible Loans pursuant to the Transaction Documents. (r) It has conducted is formed or organized solely for the purpose of acquiring, originating, owning, financing and shall conduct its disposing of Purchased Loans in accordance with this Agreement, and it does not engage in any business consistent with the requirements of being a Single-Purpose Entityunrelated thereto. (s) It shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller not form any Subsidiaries. (u) It shall not take pledge its assets to secure the obligations of any of other Person other than to Buyer pursuant to the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director)Transaction Documents.

Single-Purpose Entity. Seller Mortgagor hereby represents and warrants to Buyerto, and covenants with Buyerwith, that Mortgagee that, as of the date hereof and so long until such time as any of the Transaction Documents Debt shall remain be paid in effectfull, Mortgagor: (a) It does not own and shall not own any encumbered asset other than (i) the Mortgaged Property, (ii) and (ii) such incidental personal property necessary for the operation of the Mortgaged Property; (b) is not engaged and shall not engage in any business other than those necessary for the ownership, management or operation of the Mortgaged Property and any business transactions with any general partner, principal or affiliate of Mortgagor or any affiliate of the general partner of Mortgagor shall be entered into upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than an Affiliate; (c) has not incurred and shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Debt and the type of indebtedness permitted pursuant to Paragraph 57 hereof; (d) has not made and shall not make any loans or advances to any third party (including any Affiliate); (e) is and intends to remain shall be solvent and it has paid and shall pay its debts and liabilities (including employment and overhead expenses) debt from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (bf) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, shall do all things necessary to observe corporate formalities and to preserve its existence., and shall not, nor shall any partner, limited or general, or shareholder thereof, amend, modify or otherwise change its partnership certificate, partnership agreement, articles of incorporation or by-laws in a manner which adversely affects Mortgagor's existence as a single purpose entity; (dg) It has maintained shall conduct and will operate its business as presently conducted and operated; (h) shall maintain all of its books, records, financial statements books and records and bank accounts separate from those of its Affiliatesaffiliates, including its members and any other Person, and it will file its own tax returns, if any, which are required by law (except to the extent consolidation is required under GAAP or as a matter of law).general partners; (ei) It has been, is and will shall be, and at all times will shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate)affiliate thereof, shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself including the general partner or any of its Affiliates as a division or part affiliate of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions general partner of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligationMortgagor), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred.; (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person.file its own tax returns; (k) It will shall maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall not seek its dissolution, liquidation the dissolution or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (o) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (p) Seller shall not take any of the following actions without the affirmative vote of the Independent Director: (i) permit its members to dissolve Mortgagor or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar lawvoluntarily file, or consent to the filing of any such of, a petition or to the appointment of a receiverfor bankruptcy, rehabilitatorreorganization, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, creditors or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance similar proceeding; (m) shall not commingle the funds and other assets of the Mortgagor with those of any of the foregoing.general partner, any Affiliate or any other person; and (qn) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (t) It shall at all times maintain have at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstandingmember of its board of directors that is not affiliated with or employed by National Property Investors, Seller shall not take Inc. or any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director)its Affiliates.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any of the Transaction Documents shall hereunder is in effect or any Repurchase Obligations remain in effectoutstanding: (a) It it is and intends to remain solvent solvent, and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; due (provided, that it is understood and agreed that however, nothing contained in this Section Article 13 or elsewhere in this Agreement shall obligate the be construed to require any direct or indirect owners of Seller owner to make any capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.Seller); (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of Seller), it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and its interest under any associated Hedging Transactions.; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $500,000 200,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 ninety (90) days of the date incurred.; (j) It it has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall it will not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Buyer with a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity.; and (s) It it shall not maintain have any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any Repurchase Obligations remain outstanding; provided that, without limiting the obligations of Guarantor under the Transaction Documents shall remain in effect: (a) It is and intends to remain solvent and it has paid and shall pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; providedGuaranty, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.: (a) it is and intends to remain solvent, and it has paid and will pay its debts and liabilities (including overhead expenses) from its own assets as the same shall become due; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates (that is not a Seller), its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and is, will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and its interest under any associated Hedging Transactions.; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates a New Asset under its good faith belief, on such date of acquisition or origination, as applicable, that such New Asset will become a Purchased Asset, so long as such New Asset is promptly transferred by Seller; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing financing, securitizing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates a New Asset under its good faith belief, on such date of acquisition or origination, as applicable, that such New Asset will become a Purchased Asset, so long as such New Asset is promptly transferred by Seller; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing financing, securitizing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred.; (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and it shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets or New Assets which Seller believes in good faith, on the date of origination or acquisition, as applicable, will become a Purchased Asset, so long as such New Asset is promptly transferred by Seller); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall not neither it nor Guarantor will seek its the dissolution, liquidation or winding up, in whole or in part, or suffer any Change part of Control or consolidation or merger with respect to Seller.; (m) It except as otherwise permitted herein, it will not commingle its funds and other assets with those of any of its Affiliates (that is not a Seller) or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates (that is not a Seller) or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.Person (that is not a Seller); (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity.; and (s) It it shall not maintain have any employees. (t) It shall at all times maintain at least one Independent Director. For Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstandingshall remain in effect, Seller shall may enter into one or more asset transfer agreements to transfer Purchased Assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) Seller does not take have any financial liability or obligation under any such asset transfer agreement, and (ii) Guarantor or another Person (other than Seller) agrees to be responsible and liable for the performance of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote any and all financial obligations of Seller under any such Independent Director)asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as any of the Transaction Documents shall remain in effect: (a) It is and intends to remain solvent and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (b) It has complied and will comply with the provisions of its organizational documentsmemorandum and articles of association. (c) It has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members shareholders and any other Person, Person and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required under GAAP or as a matter of law). (e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other, other and shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash the Transaction Assets and its interest under any associated Hedging Transactionscash. (g) It has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of Purchased Loans the Transaction Assets in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Transaction Assets and (BC) unsecured trade payables, in an aggregate amount not to exceed $500,000 100,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loansthe Transaction Assets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurredincurred unless a bona fide dispute exists. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreementperson, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (l) It shall not Except to the extent permitted by Section 8.04, neither it nor Guarantor will seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or Control, and to the extent within its control, Seller will not suffer any consolidation or merger with respect to Sellermerger. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (o) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (p) To the extent within its control, Seller shall not permit Guarantor to take any of the following actions without the affirmative vote of the Independent Directoractions: (i) permit its members to dissolve or liquidate Sellerliquidate, in whole or in part, except in connection with a merger or consolidation where such Guarantor is not the surviving entity if such transaction will not effect a Change of Control; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entityentity if such action would result in a Change of Control; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of the such member or Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing; (iv) amend the memorandum and articles of association of Seller; or (v) permit KBS Debt Holdings, LLC to transfer its equity interest in Seller. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, servicing, administration, enforcement, financing and disposition of Purchased Loansthe Transaction Assets. (r) It has conducted and shall conduct its business consistent with the requirements of being a bankruptcy remote, Single-Purpose Entity. (s) It shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller Borrower hereby represents and warrants to BuyerLender that, and covenants with Buyer, that as of the date hereof and so long as any of the Transaction Documents shall remain in effect: (a) It is and intends to remain solvent and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (b) It has complied and will comply with the provisions of its organizational documentsarticles of organization. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law (except to the extent consolidation is required under GAAP Income Tax Basis accounting or as a matter of law). (e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably shall pay to any overhead Affiliate that incurs costs for shared office space and for administrative services performed by an employee that it uses, the amount of an Affiliatesuch costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, the Collateral and cash and its interest under any associated Hedging Transactionsor other assets in connection therewith. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans the Collateral in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 100,000.00 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loansthe Collateral; provided, however, that any such trade payables incurred by Seller Borrower shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (l) It shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control Control, or consolidation or merger with respect to SellerBorrower. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (o) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (p) Seller It shall not take any of the following actions without the affirmative vote of the Independent Directoractions: (i) permit its members to dissolve or liquidate SellerBorrower, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller Borrower or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loansthe Mortgage Loan. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain hire or engage any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as at all times while this Agreement or any of the Transaction Documents shall remain hereunder is in effecteffect and Seller covenants that: (a) It is and intends to remain solvent and it has paid Seller shall own no assets, and shall not engage in any business, other than the Purchased Assets, proposed Purchased Assets and Purchased Assets reacquired by Seller from Buyer, and other assets incidental to the origination, acquisition, ownership, financing and disposition of the Purchased Assets; (b) Seller shall not make any loans or advances to any Affiliate or third party and shall not acquire obligations or securities of its Affiliates other than those obligations related to Purchased Assets or securities consisting of Purchased Assets; (c) Seller shall use only its own assets to pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) from its own assets as ), provided that the same foregoing shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller not require any Person to make any capital contributions contribution to Seller from time to time to enable Seller to meet its obligations under this Agreement.Seller; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe corporate its organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required under GAAP or as a matter of lawRequirements of Law; provided that appropriate notation shall be made on such consolidated financial statements to indicate that Seller’s assets are pledged as collateral for another security agreement) and file its own tax returns (except to the extent Seller is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under Requirements of Law).; (eg) It has been, is and will Seller shall be, and at all times will shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for tax purposes and with respect to consolidated financial statements), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own namename or through a servicer on its behalf, and shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents.; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; providedoperations and shall remain solvent, provided that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement the foregoing shall obligate the direct or indirect owners of Seller not require any Person to make any capital contributions contribution to Seller from time to time to enable Seller to meet its obligations under this Agreement.Seller; (li) It Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person. Person (nit being understood that transfers of Seller’s funds to a centralized account payable system utilized by Seller and Guarantor and administered by Manager’s Parent from which Seller’s expenses are paid does not violate or breach this covenant) It has maintained and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Seller shall maintain its properties, assets and bank accounts separate from those of any of its Affiliates Affiliate or any other Person.; (ok) It has not held and will Seller shall not hold itself out to be responsible for the debts or obligations of any other Person.; (l) Seller shall not, without the prior written consent of its Independent Director, take any action that is reasonably expected to or is intended to result in an Act of Insolvency; (m) Seller shall, at all times, have at least one (1) Independent Director; (n) Seller’s organizational documents shall provide that to the extent permitted by Requirements of Law any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (o) Seller shall not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Seller shall not take any pledge its assets to secure the obligations of the following actions without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity Person (other than under the Transaction Documents); (q) Seller shall not form, acquire or convey hold any Subsidiary or transfer all or substantially all of its properties and assets to own any equity interest in any other entity; and (r) Seller shall not create, incur, assume or (iii) institute suffer to exist any proceeding to be adjudicated as bankrupt Indebtedness, Lien, encumbrance or insolvent, security interest in or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect on any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, assets, revenue, the Purchased Assets, the other Collateral, whether now owned or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwisehereafter acquired, other than those normal (i) obligations under the Transaction Documents, (ii) obligations under the documents evidencing the Purchased Assets, and incidental (iii) unsecured trade payables, in an aggregate amount not to exceed the acquisitionSeller Threshold at any one time outstanding, originationincurred in the ordinary course of acquiring, ownershipowning, financing and disposition disposing of the Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain Assets; provided, however, that any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, such trade payables incurred by Seller shall not take any be paid within sixty (60) days of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director)date incurred unless subject to a bona fide dispute.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, with respect to each of Seller and Member, that as of the date hereof Closing Date and so long as this Agreement or any of the Transaction Documents shall remain in effect:effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller and each Series Seller which is a party to this Agreement as of the applicable date): (a) It is and intends to remain solvent will remain, Solvent and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed however, that nothing contained in this Section 13 12 or elsewhere otherwise in this Agreement shall obligate the require any direct or indirect owners of Seller or Member to make any additional capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreementor Member. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe corporate all limited liability company formalities and to preserve its separate existence. (d) It has maintained and will maintain all of its books, records, financial statements records and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax Tax returns, if any, which are required by law (except to the extent consolidation is required under GAAP or as a matter of applicable law). (e) It has been, is held itself out and will be, and at all times will hold itself out to the public as, in the case of Master Seller and Member, a legal entity separate and distinct from any other entity (including any Affiliate), shall and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will correct any known misunderstanding regarding its status as a separate entitysuch status, shall it will conduct business in its own name, shall it will not identify itself or any of its Affiliates as a division or part of the otherother (except any Series Seller may refer to itself as a “series” of Master Seller), shall it will maintain and utilize separate stationery, invoices and checks, and allocate fairly Master Seller, any Series Seller and reasonably Member will pay to any overhead Affiliate that incurs costs for shared office space and for administrative services performed by an employee that it uses, the amount of an Affiliatesuch costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than (i) in the case of Seller, the Purchased Loans, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans and (ii) in the case of Member, its limited liability company interest under any associated Hedging Transactionsin Seller. (g) It has not engaged and will not engage in any business other than (i) in the case of Seller, the origination, acquisition, originationreacquisition, ownership, financing hedging, administering, financing, refinancing, and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction DocumentsDocuments and (ii) in the case of Member, acting as a member of Seller and entering into the Pledge Agreement. (h) It Except for capital contributions and capital distributions permitted under the terms and conditions of its organizational documents and property reflected on its books and records, it has not entered into, and will not enter into, any contract or agreement with any of its AffiliatesAffiliates (other than the Transaction Documents), except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (i) in the case of Seller (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing financing, and disposing of Purchased Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred, and (ii) in the case of Member, obligations under the Pledge Agreement. (j) It Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It will has maintained and intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed however, that nothing contained in this Section 13 12 or elsewhere otherwise in this Agreement shall obligate the require any direct or indirect owners of Seller to make any additional capital contributions to Seller from time to time to enable Seller to meet its obligations under this AgreementSeller. (l) It shall has not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other PersonPerson (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (nm) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (on) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (po) Seller shall not take any of the following actions without Without the affirmative vote of the Independent Director: (i) permit its members to dissolve Manager, it shall not file any insolvency or liquidate Sellerreorganization case or proceeding, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy CodeLaws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (qp) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, originationownership, ownershiphedging, financing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has conducted maintained and shall conduct maintain a sufficient number of employees (if any) in light of its contemplated business consistent with the requirements of being a Single-Purpose Entitypurpose. (s) It shall not maintain any employeesEach of Master Seller and Member will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) It has not pledged and will not pledge its assets to secure the obligations of any other Person, except in the case of Member, as contemplated by the Pledge Agreement. (u) It has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except in the case of Member, as contemplated by the Pledge Agreement. (v) It will not, to the fullest extent permitted by law, (i) engage in any dissolution, liquidation, consolidation, merger, division into two (2) or more limited liability companies or other legal entities, or (ii) engage in any sale or transfer of all or substantially all of its assets, except as expressly contemplated by this Agreement. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity or make any investment in any such Person. (x) It has maintained and will maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that its assets may have been and may be included in a consolidated financial statement of its Affiliate provided that (i) appropriate notation shall at all times maintain be made on such consolidated financial statements to indicate its separateness from such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on its own separate balance sheet. (y) Master Seller has not established and shall not establish, and has not had and shall not have, any series of limited liability company, except for series that are intended to be and do become Series Sellers pursuant to this Agreement. (z) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least one five (5) Business Days prior notice of the removal and/or replacement of the Independent Director. For so long as SellerManager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s obligations under this Agreement satisfaction of the definition of Independent Manager and (iii) to the other Transaction Documents are outstandingfullest extent permitted by law, and notwithstanding any duty otherwise existing in law or in equity, any Independent Manager of Seller shall not take consider only the interests of the applicable Seller, including its respective creditors, with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 13(p12(o) above hereof, and, except for the duties to Seller as set forth in the immediately preceding clause (including when applicable without duties to Member and Seller’s creditors solely to the affirmative vote extent of such their economic interests in Seller, but excluding (A) all other interests of Member, (B) the interests of other Affiliates of Seller, and (C) the interests of any group of Affiliates of which Seller is a part), the Independent Director)Manager shall not have any fiduciary duties to Member, any officer of Seller or any other Person; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. (aa) It will not have its obligations guaranteed other than as contemplated in the Transaction Documents.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as any of the Transaction Documents shall remain in effect: (a) It is and intends to remain solvent and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (b) It has complied and will comply with the provisions of its organizational documentscertificate of incorporation and by-laws. (c) It has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members shareholders and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required under GAAP or as a matter of law). (e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, name and shall not identify itself or any of its Affiliates as a division or part of the other, other (provided the foregoing shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee not prevent Seller from identifying its relationship to the Sponsor's over-all group of an Affiliatecompanies). (f) It has not owned and will not own any property or any other assets other than Purchased LoansPortfolio Collateral, cash Related Securities, cash, equity ownership interests in any Subsidiary approved by Buyer and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of Purchased Loans Portfolio Collateral in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’sarm's-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Portfolio Collateral and Related Securities, (C) customary representations, warranties, indemnities, and other agreements in connection with the acquisition, sale or other disposition of the Portfolio Collateral and Related Securities, and (BD) unsecured trade payables, in an aggregate amount not to exceed $500,000 2% of the aggregate Repurchase Price at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased LoansPortfolio Collateral and Related Securities; provided, however, that any such trade payables incurred by -------- ------- Seller shall be paid within 60 days of the date incurredwhen due. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member shareholder or any Affiliate of any member shareholder (other than in connection with the origination, acquisition or disposition of the Portfolio Securities) or any other Person, other than Eligible Loans which are Purchased Loans and equity ownership interests in any Subsidiary approved by Buyer. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (l) It shall not Neither it nor the Sponsor will seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or Control, and Seller will not suffer any consolidation or merger with respect to Sellermerger. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (o) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (p) The Seller shall not permit the Sponsor to take any of the following actions without the affirmative vote of the Independent Director: actions: (i) permit its members to dissolve or liquidate Sellerliquidate, in whole or in part, except in connection with a merger or consolidation where the Sponsor is not the surviving entity if such transaction will not effect a Change in Control; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entityentity if such action would result in a Change in Control; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or Sponsor or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing; or (iv) amend Sections 3 or 9 of the certificate of incorporation of Seller. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, servicing, administration, enforcement, financing and disposition of Purchased LoansPortfolio Collateral and Related Securities. (r) It has conducted and shall conduct its business consistent in all material respects with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof Closing Date, the Amendment and Restatement Date and so long as this Agreement or any of the Transaction Documents shall remain in effect:effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) It is and intends to remain solvent and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe corporate all material limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax Tax returns, if any, which are required by law (except to the extent consolidation is required or permitted under GAAP or as a matter of law). (e) It has beenwill, is and will be, and at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), shall and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will correct any known misunderstanding regarding its status as a separate entitysuch status, shall it will conduct business in its own name, shall it will not identify itself or any of its Affiliates as a division or part of the otherother (except any Series Seller may refer to itself as a “series” of Master Seller), shall it will maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably Master Seller or any overhead Series Seller will pay to any Affiliate that incurs costs for shared office space and for administrative services performed by an employee that it uses, the amount of an Affiliatesuch costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and its interest under any associated Hedging Transactionsother assets including New Collateral incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, originationownership, ownershiphedging, administering, financing and disposition of the Purchased Loans or New Collateral in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and Documents, (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing and disposing of Eligible Loans or New Collateral, and (C) contingent or future funding obligations under any Purchased LoansLoan; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurredinvoiced. (j) It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition of the Eligible Loans or New Collateral) or any other Person. (k) It will has maintained and intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 the foregoing shall not require any member, partner or elsewhere in this Agreement shall obligate the direct or indirect owners shareholder of Seller to make any additional capital contributions to Seller from time to time to enable Seller to meet its obligations under this AgreementSeller. (l) It shall has not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other PersonPerson (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (nm) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (on) It Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (po) Seller It shall not take any of the following actions without the affirmative vote of the Independent Director: Manager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy CodeLaws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing an external written communication to third parties its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (qp) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, originationownership, ownershiphedging, financing and disposition of the Purchased LoansLoans or New Collateral. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has conducted not and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) It has not pledged and will not pledge its assets to secure the obligations of any other Person (other than as contemplated by this Agreement with respect to any Master Seller or Series Seller). (u) It has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person (other than as contemplated by this Agreement with respect to any Master Seller or Series Seller). (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity (other than the Master Seller with respect to any Series Seller). (x) The Master Seller LLC Agreement shall at all times maintain provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least one two (2) Business Days prior notice of the removal and/or replacement of the Independent Director. For so long as SellerManager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s obligations under this Agreement satisfaction of the definition of Independent Manager and the other Transaction Documents are outstanding, (iii) any Independent Manager of Seller shall not take have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 13(p12(o) above (including when applicable without above; provided, that the affirmative vote foregoing shall not eliminate the implied contractual covenant of such Independent Director)good faith and fair dealing.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect:effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) It is and intends to remain solvent and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe corporate all limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax Tax returns, if any, which are required by law (except to the extent consolidation is required or permitted under GAAP or as a matter of law).. Master Repurchase Agreement Resource Capital 51 (e) It has beenwill, is and will be, and at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), shall and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will correct any known misunderstanding regarding its status as a separate entitysuch status, shall it will conduct business in its own name, shall it will not identify itself or any of its Affiliates as a division or part of the otherother (except any Series Seller may refer to itself as a “series” of Master Seller), shall it will maintain and utilize separate stationerystationary, invoices and checks, and allocate fairly and reasonably Master Seller or any overhead Series Seller will pay to any Affiliate that incurs costs for shared office space and for administrative services performed by an employee that it uses, the amount of an Affiliatesuch costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and its interest under any associated Hedging Transactionsother assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, originationreacquisition, ownership, financing hedging, administering, financing, refinancing and disposition of the Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing and disposing of Purchased Eligible Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred. (j) It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans) or any other Person. (k) It will has maintained and intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (l) It shall has not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other PersonPerson (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (nm) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.. Master Repurchase Agreement Resource Capital 52 (on) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (po) Seller It shall not take any of the following actions without the affirmative vote of the Independent DirectorManager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy CodeLaws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (qp) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, originationownership, ownershiphedging, financing and disposition of the Purchased Loans. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has conducted not and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) It has not pledged and will not pledge its assets to secure the obligations of any other Person. (u) It has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person. (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. Master Repurchase Agreement Resource Capital 53 (x) The Master Seller LLC Agreement shall at all times maintain provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least one two (2) Business Days prior notice of the removal and/or replacement of the Independent Director. For so long as SellerManager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s obligations under this Agreement satisfaction of the definition of Independent Manager and the other Transaction Documents are outstanding, (iii) any Independent Manager of Seller shall not take have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 13(p12(o) above (including when applicable without above; provided, that the affirmative vote foregoing shall not eliminate the implied contractual covenant of such Independent Director)good faith and fair dealing.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any Repurchase Obligations remain outstanding; provided that, without limiting the obligations of Guarantor under the Transaction Documents shall remain in effect: (a) It is and intends to remain solvent and it has paid and shall pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; providedGuaranty, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.: (a) it is and intends to remain solvent, and it has paid and will pay its debts and liabilities (including overhead expenses) from its own assets as the same shall become due; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and is, will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and its interest under any associated Hedging Transactions.; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing financing, securitizing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A1) obligations under the Transaction Documents Documents, (1) obligations under the documents evidencing the Purchased Assets, and (B1) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing financing, securitizing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred.; (j) It except as otherwise permitted herein, it has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and it shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall not neither it nor Guarantor will seek its the dissolution, liquidation or winding up, in whole or in part, or suffer any Change part of Control or consolidation or merger with respect to Seller.; (m) It except as otherwise permitted herein, it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (p) it will (1) have at all times at least one (1) Independent Director and (1) provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (1) no Independent Director of Seller may be removed or replaced without Cause, (1) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (1) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity.; and (s) It it shall not maintain have any employees. (t) It shall at all times maintain at least one Independent Director. For Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstandingshall remain in effect, Seller shall may enter into one or more asset transfer agreements to transfer Purchased Assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (1) Seller does not take have any financial liability or obligation under any such asset transfer agreement, and (1) Guarantor, Operating Partnership or another Person (other than Seller) agrees to be responsible and liable for the performance of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote any and all financial obligations of Seller under any such Independent Director)asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents At all times during the term of this Agreement, Borrowers represent, warrant, covenant and warrants agree to Buyerensure at all times that each Borrower operates and maintains its status as an independent entity, separate and covenants with Buyerdistinct from all other entities, that as of the date hereof and so long as any of the Transaction Documents shall remain in effectthat: (a) It is each Borrower shall own no property or assets, other than the portion of the Land owned by such Borrower, the Improvements thereon, leases thereof, contract rights relating thereto, and intends to remain solvent other personal and it has paid and shall pay its debts and liabilities (including employment and overhead expenses) from its own assets as intangible property used or useful solely in connection with the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate portion of the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.Project owned by such Borrower; (b) It has complied and will comply with the provisions of its organizational documents.Borrowers shall not enter into any agreement to provide services to any third party; (c) It has done or caused Borrowers' Organizational Documents shall limit its purpose to be done owning, operating, managing, improving, leasing, selling, mortgaging, financing, refinancing and willmaintaining the Projects and other lawful activities incidental thereto; provided that in the event Borrowers' Organizational Documents do not so provide, Borrowers shall have thirty (30) days following the Initial Disbursement to the extent under its control, do all things necessary to observe corporate formalities and to preserve its existence.so modify Borrowers' Organizational Documents; (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law (except to the extent consolidation is required under GAAP or as a matter of law). (e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), Borrowers shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business or activity other than the acquisition, originationconstruction, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions operation or maintenance of the Transaction Documents.Projects, and other lawful activities incidental thereto; (he) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and Borrowers shall not acquire obligations or securities own any material asset other than the Projects and incidental personal property as may be necessary for the operation of any member or any Affiliate of any member or any other Person.the Projects; (kf) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (l) It Borrowers shall not seek its dissolutionmerge into or consolidate with any Person or dissolve, liquidation terminate or winding upliquidate, in whole or in part, transfer or suffer any Change otherwise dispose of Control all or consolidation substantially all of its assets or merger with respect to Seller.change its legal structure, without in each case Lender's consent; (mg) It will Borrowers shall not commingle its funds and other assets with those own any subsidiary or make any investment in or acquire the obligations or securities of any of its Affiliates or any other Person.; (nh) It has maintained and will maintain Borrowers shall not co-mingle its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual with the assets from those of any of its Affiliates or any other Person.; (oi) It has Borrowers shall not held fail to pay its debts and will liabilities from its own assets or funds available from the Loan; (j) Borrowers shall not fail to correct any known misunderstandings regarding the separate identity of its member or managers; (k) Borrowers shall not hold itself out to be responsible for the debts of another Person; (l) Borrowers shall maintain books and records and bank accounts separate from those of any other Person; (m) Borrowers shall maintain its assets in such a manner that is not costly or difficult to segregate, identify or ascertain such assets; (n) Borrowers shall hold regular entity meetings, as appropriate, to conduct its business and observe all other appropriate entity formalities; (o) Borrowers shall hold itself out to creditors and the public as a legal entity separate and distinct from any other Person; (p) Borrowers shall prepare separate tax returns and financial statements, or if part of a consolidated group, then it will be shown as a separate member of such group; (q) Borrowers shall allocate and charge fairly and reasonably any common employee or overhead shared with Affiliates; and (r) Borrowers shall not assume, guarantee, or pay the debts or obligations of any other Person. (p) Seller shall not take any of the following actions without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents and warrants to BuyerPurchaser, and covenants with BuyerPurchaser, that as of the Closing Date, the date hereof and for so long as any of the Transaction Documents shall remain in effect: (a) It is Seller shall own no assets, and intends shall not engage in any business, other than the assets and transactions specifically contemplated by this Agreement and any other Transaction Document; (b) Seller shall not make any loans or advances to remain solvent any Affiliate or third party and it has paid and shall not acquire obligations or securities of its Affiliates; (c) Seller shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.assets; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe corporate organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law Affiliates (except that such financial statements may be consolidated to the extent consolidation is required under GAAP or as a matter of lawRequirements of Law; provided, that (i) appropriate notation shall be made on such financial statements to indicate the separateness of the Seller from such Affiliate and to indicate that the Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on the Seller’s own separate balance sheet) and file its own tax returns (except to the extent consolidation is required or permitted under Requirements of Law).; (eg) It has been, is and will Seller shall be, and at all times will shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents.; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood operations and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.remain solvent; (li) It Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person. (n) It has maintained Person and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Seller shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate or any other Person.; (ok) It has not held and will Seller shall not hold itself out to be responsible for the debts or obligations of any other Person.; (l) Seller shall not, without the prior unanimous written consent of all of its Independent Managers, take any action that will result in an Act of Insolvency; (m) Seller shall, at all times, have at least one (1) Independent Manager; (n) Seller’s organizational documents shall provide (i) that Purchaser be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (ii) that any Independent Manager of Seller shall not have any fiduciary duty to anyone including the holders of the equity interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (o) Seller shall not enter into any transaction with an Affiliate of the Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Seller shall not take any maintain a sufficient number of the following actions without the affirmative vote employees in light of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing.contemplated business operations; (q) It has no liabilitiesSeller shall use separate stationary, contingent or otherwiseinvoices and checks bearing its own name, other than those normal and incidental to the acquisition, origination, ownership, financing (t) allocate fairly and disposition reasonably any overhead for shared office space and for services performed by an employee of Purchased Loans.an Affiliate; (r) It has conducted and Seller shall conduct not pledge its business consistent with assets to secure the requirements obligations of being a Single-Purpose Entity.any other Person; and (s) It shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take form, acquire or hold any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director)Subsidiary or own any equity interest in any other entity.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any of the Transaction Documents shall hereunder is in effect or any Repurchase Obligations remain in effectoutstanding: (a) It it is and intends to remain solvent solvent, and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of Seller), it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and its interest under any associated Hedging Transactions.; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $500,000 200,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred.; (j) It it has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall it will not seek its the dissolution, liquidation or winding up, in whole or in part, or suffer any Change part of Control or consolidation or merger with respect to Seller.; (m) It it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity.; and (s) It it shall not maintain have any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as at all times while this Agreement or any of the Transaction Documents shall remain hereunder is in effecteffect and Seller covenants that: (a) It is Seller shall own no assets, and intends shall not engage in any business, other than the Purchased Assets, proposed Purchased Assets and Purchased Assets reacquired by Seller from Purchaser, and other assets incidental to remain solvent the origination, acquisition, ownership, financing and it has paid disposition of the Purchased Assets; (b) Seller shall not make any loans or advances to any Affiliate or third party and shall not acquire obligations or securities of its Affiliates other than those obligations related to Purchased Assets or securities consisting of Purchased Assets; (c) Seller shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.assets; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe corporate its organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required under GAAP or as a matter of law).Requirements of Law; (eg) It has been, is and will Seller shall be, and at all times will shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for tax purposes), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents.; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsoperations and shall remain solvent; providedprovided that the foregoing shall not require any member, that it is understood and agreed that nothing contained in this Section 13 partner or elsewhere in this Agreement shall obligate the direct or indirect owners shareholder of Seller to make additional capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.Seller; (li) It Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person. (n) It has maintained Person and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Seller shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate or any other Person.; (ok) It has not held and will Seller shall not hold itself out to be responsible for the debts or obligations of any other Person.; (l) Seller shall not, without the prior written consent of its Independent Member, take any action that will result in an Act of Insolvency; (m) Seller shall, at all times, have at least one (1) Independent Member; (n) Seller’s organizational documents shall provide (i) that Purchaser be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Member, together with the name and contact information of the replacement Independent Member and evidence of the replacement’s satisfaction of the definition of Independent Member and (ii) that any Independent Member of Seller shall not have any fiduciary duty to anyone including the holders of the equity interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (o) Seller shall not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Seller shall maintain a sufficient number of employees in light of contemplated business operations; provided, however, that Seller shall not take be required to maintain any employees; (q) Intentionally omitted; (r) Seller shall not pledge its assets to secure the obligations of the following actions without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity Person; (s) Seller shall not form, acquire or convey hold any Subsidiary or transfer all or substantially all of its properties and assets to own any equity interest in any other entity; and (t) Seller shall not create, incur, assume or (iii) institute suffer to exist any proceeding to be adjudicated as bankrupt Indebtedness, Lien, encumbrance or insolvent, security interest in or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect on any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, assets, revenue, the Purchased Assets, the other Collateral, whether now owned or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwisehereafter acquired, other than those normal (i) obligations under the Transaction Documents, (ii) obligations under the documents evidencing the Purchased Assets, and incidental (iii) unsecured trade payables, in an aggregate amount not to exceed the acquisitionSeller Threshold at any one time outstanding, originationincurred in the ordinary course of acquiring, ownershipowning, financing and disposition disposing of the Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain Assets; provided, however, that any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, such trade payables incurred by Seller shall not take any be paid within sixty (60) days of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director)date incurred.

Single-Purpose Entity. Seller hereby represents The LLC is intended to be a Single Purpose Entity. In furtherance thereof and warrants notwithstanding anything to Buyerthe contrary set forth herein, and covenants with Buyer, that except as otherwise required or not prohibited by any of the date hereof and Loan Documents, for so long as any of indebtedness remains outstanding under any Loan or any Lender has any obligation to extend credit under the Transaction Documents Loan Documents, the LLC shall, and the Managing Member shall remain in effectcause the LLC to: (a) It is to the fullest extent permitted by law, continue to be a duly formed and intends to remain solvent validly existing single member limited liability company under the laws of the State of Delaware and it has paid and shall pay its debts and liabilities (including employment and overhead expenses) from its own assets as otherwise comply with the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.criteria for a Single Purpose Entity; (b) It has complied and will comply with the provisions of its organizational documents.documents and the laws of the State of Delaware relating to single member limited liability companies; (c) It has done or caused to be done and will, to the extent under observe all customary formalities regarding its control, do all things necessary to observe corporate formalities and to preserve its limited liability company existence.; (d) It has maintained and will maintain all a sufficient number of employees in light of its books, records, financial statements and bank accounts contemplated business operations; (e) file its own tax returns separate from those of any other person if required under federal and state law; (f) accurately maintain as official records its Affiliatesown separate financial statements, accounting records and other operating documents, bank accounts and books separate from those of the Member, all Affiliates of the Member and any other Person and not have its members Quill Equity LLC Amended and Restated Limited Liability Company Agreement assets listed on the financial statement of any other entity, provided however, that the LLC’s assets may be included on the consolidated financial statements of its Affiliates if such consolidated financial statements shall indicate that the assets of the LLC are separate from any other Person and are not available to the creditors of any other Person; (g) not commingle its assets or funds with those of the Member, any Affiliates of the Member or any other Person and hold all of its assets in its own name; (h) conduct the Business of the LLC in its own name; (i) pay its own liabilities out of its own funds, including, without limitation, salaries of its employees, and overhead expenses from its own separate assets as the same shall become due provided, however, the foregoing shall not require the Member to make additional capital contributions to the LLC; (j) identify itself in all dealings with the public under its own name and as a separate and distinct legal entity, and not as a division or a part of the Member or any Affiliate of the Member or any other Person, and it will file its own tax returns, if any, which are required by law (except to not identify the extent consolidation is required under GAAP Member or as a matter any Affiliate of law). (e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from Member or any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status Person as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as being a division or part of the other, shall maintain LLC and utilize separate stationery, invoices and checks, and allocate fairly and reasonably correct any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than known misunderstanding regarding the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person.foregoing; (k) It will have and maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement however, the foregoing shall obligate not require the direct or indirect owners of Seller Member to make additional capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.the LLC; (l) It be and remain solvent and pay its debts from its own assets and funds as the same shall become due provided, however, the foregoing shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect require the Member to Seller.make additional capital contributions to the LLC; (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will is not be costly or difficult to segregate, identify or ascertain or identify its individual such assets from those of any other Person; (n) hold member meetings, as appropriate, to conduct the Business of its the LLC; (o) not (i) assume or guarantee the liabilities of the Member (or any predecessor entity), any Affiliates of the Member, or any other Person. , (oii) It has not held and will not acquire the obligations or securities of the Member (or any predecessor entity), or any Affiliate of the Member, or any other Person, (iii) make loans or advances to or buy or hold itself evidences of indebtedness issued by the Member (or any predecessor entity), or any Affiliate of the Member, or any other Person, (iv) hold out its credit as being available to be responsible for satisfy the debts or obligations of any other Person., or (v) pledge or otherwise grant consensual liens on its assets for the benefit of any other Person other than the Lender; (p) Seller shall not take enter into any contract, or agreement or be a party to any transaction with any Affiliate of the following actions without LLC, the affirmative vote Member (or any predecessor entity) or any Affiliate of the Independent Director: Quill Equity LLC Amended and Restated Limited Liability Company Agreement Member or any constituent party of the Member except in the ordinary course of business of the LLC on terms and conditions which are intrinsically fair and substantially similar to those that would be obtained in a comparable arm’s-length transaction with an unrelated third party, and allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including payment for office space and services performed by any employee of any Affiliate; (iq) permit use and maintain separate stationery, internet address, invoices and checks bearing its members own name; (r) not sell or lease or otherwise dispose of all or substantially all of the assets of the LLC or engage in any sale of assets outside the ordinary course of the Business of the LLC; (s) not incur any additional indebtedness, other than normal trade accounts and lease obligations incurred in the ordinary course of business provided that the same are not evidenced by any promissory notes, do not exceed, in the aggregate at any time, two percent (2%) of the outstanding balance of the Loan allocable to dissolve the Property, provided such expenses are paid within sixty (60) days of the date incurred; (t) to the fullest extent permitted by law, not seek or liquidate Sellereffect the liquidation, dissolution, winding up, consolidation, asset sale, or merger, in whole or in part; , of the LLC; (iiu) consolidate not form, acquire or merge with hold any subsidiary or into own any equity interest in any other entity or convey control the decisions with respect to the daily affairs of any other Person; (v) not modify, amend, override or transfer all repeal the definition of “Independent Manager,” “Single Purpose Entity,” “Bankruptcy Action,” or substantially all this Section 2.7 or any of Sections 2.6, 2.8, 3.4, 4.3.5, 4.5, 4.6, 4.7, 6.1, 6.2, 6.3, 6.4, 6.6, 6.7, 8.2, and 8.4 of this Agreement; (w) to the extent consistent with applicable law, including Section 18-1101(c) of the Act, when acting on matters subject to the vote of the members of the LLC, the members shall take into account the interests of the LLC’s creditors as well as those of its properties and assets members; (x) comply with any other “single purpose entity” provisions set forth in the Loan Agreement; and (y) except as specifically provided in the Loan Documents, permit any person to any entity; guarantee or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment become obligated for the benefit debts of creditorsthe LLC. The failure of the LLC, the Member or admit in writing its inability the Managing Member on behalf of the LLC, to pay its debts generally as they become due, or take any action in furtherance of comply with any of the foregoing. (q) It has no liabilities, contingent foregoing covenants or otherwise, any other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It covenants contained in this Agreement shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and affect the other Transaction Documents are outstanding, Seller shall not take any status of the actions contemplated by Section 13(p) above (including when applicable without LLC as a separate legal entity or the affirmative vote limited liability of such the Managing Member, Member or the Independent Director)Managers.

Single-Purpose Entity. Seller hereby represents and warrants to BuyerAdministrative Agent and Buyers, and covenants with BuyerAdministrative Agent and B▇▇▇▇▇, that that, on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any of the Transaction Documents shall hereunder is in effect or any Repurchase Obligations remain in effectoutstanding: (a) It it is and intends to remain solvent solvent, and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of Seller), it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and its interest under any associated Hedging Transactions.; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed One Hundred Thousand Dollars ($500,000 100,000,000) at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred.; (j) It it has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (in each case other than in connection with the origination or acquisition of Purchased Assets); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall not neither it nor Guarantor will seek its (A) the dissolution, liquidation liquidation, Division or winding up, in whole or in part, part of Seller or suffer any Change (B) the division of Control Seller into two (2) or consolidation more limited liability companies or merger with respect to Seller.other legal entities; (m) It it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Administrative Agent with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without C▇▇▇▇, (ii) Administrative Agent be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity.; and (s) It it shall not maintain have any Subsidiaries or employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Each Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof A&R Closing Date and so long as any of the Transaction Documents shall remain in effect: (a) It is and intends to remain solvent Solvent and it has paid and shall will pay its debts and liabilities (including allocated employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other PersonPerson (except, and it will file its own tax returnsin each case, if any, which are required by law (except to the extent consolidation is required permitted under GAAP or as a matter of law), and, to the extent required by law, it will timely (i) file its own Tax returns, if any (except, for the avoidance of doubt, if such Seller is included as part of a consolidated, unitary, combined or similar tax return and not so obligated to file, or if such Seller is disregarded as a separate entity for applicable tax purposes), and (ii) pay any Taxes required to be paid by it under applicable law. (e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than (i) Purchased Loans, cash (ii) Eligible Loans that have received internal credit approval from Buyer to be the subject of a Transaction, but have not yet become Purchased Loans on a Purchase Date, (iii) Purchased Loans that are subject to an early repurchase and are promptly conveyed to a third party or any Affiliate (including in connection with a securitization transaction), (iv) its interest under any associated Hedging Transactionsthe Transaction Documents, (v) cash, and (vi) all other assets incidental to the organization, acquisition, ownership, financing and disposition of the Purchased Loans. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such AffiliateAffiliate and except as specifically contemplated in Section 3(q). (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 400,000 at any one time outstanding, incurred in the ordinary course of acquiring, originating, owning, financing and disposing of Purchased Loans; providedprovided that (A) for unsecured trade payables that constitute legal and transaction related fees in connection with the negotiation and entry into the Transaction Documents, howeverno such value limit shall apply, that and (B) any such and all unsecured trade payables incurred by Seller Sellers shall be paid within 60 90 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (l) It shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to such Seller. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (o) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (p) Seller It shall not take any of the following actions without at all times maintain at least one Independent Manager. Without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate SellerManager, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) such Seller shall not institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of such Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased LoansLoans and Eligible Loans pursuant to the Transaction Documents. (r) It has conducted is formed or organized solely for the purpose of acquiring, originating, owning, financing and shall conduct its disposing of Purchased Loans in accordance with this Agreement, and it does not engage in any business consistent with the requirements of being a Single-Purpose Entityunrelated thereto. (s) It shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller not form any Subsidiaries. (u) It shall not take pledge its assets to secure the obligations of any of other Person other than to Buyer pursuant to the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director)Transaction Documents.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any of the Transaction Documents shall hereunder is in effect or any Repurchase Obligations remain in effectoutstanding: (a) It it is and intends to remain solvent solvent, and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, will to the extent under its control, control do all things necessary to observe corporate limited liability company formalities and to preserve its existence.existence as an entity duly organized, validly existing and in good standing under the applicable laws of the jurisdiction of its organization or formation; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of Seller), it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and other assets incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Assets; provided, further, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates a New Asset under its interest under any associated Hedging Transactions.good faith belief that such New Asset would become a Purchased Asset on such date of acquisition or origination, as applicable, so long as Seller complies with Article 11(a); (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of the Purchased Loans Assets in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ai) obligations under the Transaction Documents and Documents, (Bii) obligations under the documents evidencing the Purchased Assets, or with respect to New Assets that Seller has acquired or originated under its good faith belief that such New Asset would become a Purchase Asset on such date of acquisition or origination, as applicable, so long as Seller complies with Article 11(a), (iii) unsecured trade payables, in an aggregate amount not to exceed $500,000 250,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased LoansAssets ; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred.incurred and (iv) as otherwise permitted by this Article 12; (j) It it has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets); provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates a New Asset under its good faith belief that such New Asset would become a Purchased Asset on such date of acquisition or origination, as applicable, so long as Seller complies with Article 11(a); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall it will not seek its the dissolution, liquidation or winding up, in whole or in part, or suffer any Change part of Control or consolidation or merger with respect to Seller.; (m) It it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.Person other than with respect to the Purchased Asset Documents or otherwise as permitted by Article 10(m); (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without Cause, (ii) Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; provided, further, in each case, that the Seller shall not be in breach of this covenant if an Independent Director or Independent Advisor resigns, is unable to serve as an Independent Advisor or is otherwise incapacitated so long as the Seller and/or its governing body replaces such Independent Director or Independent Advisor promptly and in any event within 10 Business Days after obtaining Knowledge thereof); (r) it shall not, without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity.; and (s) It it shall not maintain have any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Administrative Agent and Buyers and covenants with BuyerAdministrative Agent and Buyers that, that on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any of the Transaction Documents shall hereunder is in effect or any Repurchase Obligations remain in effectoutstanding: (a) It it is and intends to remain solvent solvent, and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; LEGAL_US_E # 160815361.8 (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.existence as an entity duly organized, validly existing and in good standing under the applicable laws of the jurisdiction of its organization or formation; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of Seller), it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased Loans, cash Assets and its interest under any associated Hedging Transactions.cash; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of the Purchased Loans Assets in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ai) obligations under the Transaction Documents Documents, (ii) obligations under the documents evidencing the Purchased Assets, and (Biii) unsecured trade payables, in an aggregate amount not to exceed $500,000 250,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred.; (j) It it has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall it will not seek its the dissolution, liquidation or winding up, in whole or in part, or suffer any Change part of Control or consolidation or merger with respect to Seller.; (m) It it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; LEGAL_US_E # 160815361.8 (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Administrative Agent with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without Cause, (ii) Administrative Agent be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity.; and (s) It it shall not maintain have any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any of the Transaction Documents shall hereunder is in effect or any Repurchase Obligations remain in effectoutstanding: (a) It it is and intends to remain solvent solvent, and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements records and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate)entity, it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and its interest under any associated Hedging Transactions.; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $500,000 200,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred.; (j) It it has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall it will not seek its the dissolution, liquidation or winding up, in whole or in part, or suffer any Change part of Control or consolidation or merger with respect to Seller.; (m) It it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity.; and (s) It it shall not maintain have any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long at all times while this Agreement or any Transaction hereunder is in effect and each Seller Counterparty (as any of the Transaction Documents shall remain in effectto itself) covenants that: (a) It is No Seller Counterparty shall own assets or engage in any business, other than the Purchased Assets, Contributed Swingline Loans, proposed Purchased Assets and intends Purchased Assets or Contributed Swingline Loans, as applicable, reacquired by any Seller from Purchaser, and other assets incidental to remain solvent the origination, acquisition, ownership, financing and it has paid disposition of the Purchased Assets; (b) Each Seller Counterparty shall not make any loans or advances to any Affiliate or third party and shall not acquire obligations or securities of its Affiliates other than those obligations related to Contributed Swingline Loans, Purchased Assets or securities consisting of Purchased Assets or Contributed Swingline Loans, as applicable; (c) Each Seller Counterparty shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.assets; (bd) It has complied and will Each Seller Counterparty shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Each Seller Counterparty shall do all things necessary to observe corporate its organizational formalities and to preserve its existence.; (df) It has maintained and will Each Seller Counterparty shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required under GAAP or as a matter of law).Requirements of Law; (eg) It has been, is and will Each Seller Counterparty shall be, and at all times will shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for tax purposes), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents.; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Each Seller Counterparty shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsoperations and shall remain solvent; providedprovided that the foregoing shall not require any member, that it is understood and agreed that nothing contained in this Section 13 partner or elsewhere in this Agreement shall obligate shareholder of the direct or indirect owners of Seller Counterparty to make additional capital contributions to the Seller from time to time to enable Seller to meet its obligations under this Agreement.Counterparty; (li) It No Seller Counterparty shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person. (n) It has maintained Person and will each Seller Counterparty shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Each Seller Counterparty shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate or any other Person.; (ok) It has not held and will not No Seller Counterparty shall hold itself out to be responsible for the debts or obligations of any other Person.; (l) No Seller Counterparty shall, without the prior written consent of the Independent Member of Seller, take any action that will result in an Act of Insolvency; (m) Seller shall, at all times, have at least one (1) Independent Member; (n) Seller’s organizational documents shall provide (i) that Purchaser be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Member, together with the name and contact information of the replacement Independent Member and evidence of the replacement’s satisfaction of the definition of Independent Member and (ii) that any Independent Member of Seller shall not have any fiduciary duty to anyone including the holders of the equity interest in a Seller Counterparty and any Affiliates of the Seller Counterparties except the Seller Counterparties and the creditors of the Seller Counterparties with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (o) No Seller Counterparty shall enter into any transaction with an Affiliate of Seller Counterparty except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Each Seller Counterparty shall not take any maintain a sufficient number of the following actions without the affirmative vote employees in light of the Independent Director: (i) permit its members contemplated business operations; provided, however, that no Seller Counterparty shall be required to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).;

Single-Purpose Entity. Seller hereby represents The LLC is intended to be a Single Purpose Entity. In furtherance thereof and warrants notwithstanding anything to Buyerthe contrary set forth herein, and covenants with Buyer, that except as otherwise required or not prohibited by any of the date hereof and Loan Documents, for so long as any of indebtedness remains outstanding under the Transaction Documents Loan, the LLC shall, and the Managing Member shall remain in effectcause the LLC to: (a) It to the fullest extent permitted by law, continue to be a duly formed and validly existing single member limited liability company under the laws of the State of Delaware and otherwise comply with the criteria for a Single Purpose Entity; (b) comply with the provisions of its organizational documents and the laws of the State of Delaware relating to single member limited liability companies; (c) observe all customary formalities regarding its limited liability company existence; (d) maintain a sufficient number of employees in light of its contemplated business operations; (e) file its own tax returns separate from those of any other person unless it is a tax disregarded entity not required to file tax returns under applicable law; (f) accurately maintain as official records its own separate financial statements, accounting records and intends other operating documents, bank accounts and books separate from those of the Member, all Affiliates of the Member and any other Person and not have its assets listed on the financial statement of any other entity, provided, however, that the LLC’s assets may be included on the consolidated financial statements of its Affiliates if such consolidated financial statements shall indicate that the assets of the LLC are separate from any other Person and are not available to remain solvent the creditors of any other Person; (g) not commingle its assets or funds with those of the Member, any Affiliates of the Member or any other Person and it has paid and shall hold all of its assets in its own name; (h) conduct the Business of the LLC in its own name; (i) pay its debts and own liabilities (including employment out of its own funds, including, without limitation, salaries of its employees, and overhead expenses) expenses from its own separate assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement however, the foregoing shall obligate not require the direct or indirect owners of Seller Member to make additional capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.the LLC; (bj) It has complied and will comply identify itself in all dealings with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent public under its controlown name and as a separate and distinct legal entity, do all things necessary to observe corporate formalities and to preserve its existence. (d) It has maintained and will maintain all not as a division or a part of its books, records, financial statements and bank accounts separate from those the Member or any Affiliate of its Affiliates, its members and the Member or any other Person, and it will file its own tax returns, if any, which are required by law (except to not identify the extent consolidation is required under GAAP Member or as a matter any Affiliate of law). (e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from Member or any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status Person as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as being a division or part of the other, shall maintain LLC and utilize separate stationery, invoices and checks, and allocate fairly and reasonably correct any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than known misunderstanding regarding the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person.foregoing; (k) It will have and maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement however, the foregoing shall obligate not require the direct or indirect owners of Seller Member to make additional capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.the LLC; 420671 v4/RE 8 (l1) It be and remain solvent and pay its debts from its own assets and funds as the same shall become due provided, however, the foregoing shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect require the Member to Seller.make additional capital contributions to the LLC; (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will is not be costly or difficult to segregate, identify or ascertain or identify its individual such assets from those of any other Person; (n) hold member meetings, as appropriate, to conduct the Business of its the LLC; (o) not (i) assume or guarantee the liabilities of the Member (or any predecessor entity), any Affiliates of the Member, or any other Person. , (oii) It has not held and will not acquire the obligations or securities of the Member (or any predecessor entity), or any Affiliate of the Member, or any other Person, (iii) make loans or advances to or buy or hold itself evidences of indebtedness issued by the Member (or any predecessor entity), or any Affiliate of the Member, or any other Person, (iv) hold out its credit as being available to be responsible for satisfy the debts or obligations of any other Person., or (v) pledge or otherwise grant consensual liens on its assets for the benefit of any other Person other than the Lender; (p) Seller shall not take enter into any contract, or agreement or be a party to any transaction with any Affiliate of the following actions without LLC, the affirmative vote Member (or any predecessor entity) or any Affiliate of the Independent Director: Member or any constituent party of the Member except in the ordinary course of business of the LLC on terms and conditions which are intrinsically fair and substantially similar to those that would be obtained in a comparable arm’s-length transaction with an unrelated third party, and allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including payment for office space and services performed by any employee of any Affiliate; (iq) permit use and maintain separate stationery, internet address, invoices and checks bearing its members own name; (r) not sell or lease or otherwise dispose of all or substantially all of the assets of the LLC or engage in any sale of assets outside the ordinary course of the Business of the LLC; (s) not incur any debt, secured or unsecured, direct or contingent (including, without limitation, guaranteeing any obligation), other than customary unsecured trade payables and operational debt incurred in the ordinary course of the LLC’s business; provided the same are not evidenced by a promissory note, do not exceed, in the aggregate, at any time a maximum amount of two percent (2%) of the outstanding principal amount of the Loan and are paid within sixty (60) days of the date incurred; (t) to dissolve the fullest extent permitted by law, not seek or liquidate Sellereffect the liquidation, dissolution, winding up, consolidation, asset sale, or merger, in whole or in part, of the LLC; 420671 v4/RE 9 (iiu) consolidate not form, acquire or merge with hold any subsidiary or into own any equity interest in any other entity or convey control the decisions with respect to the daily affairs of any other Person; (v) not modify, amend, override or transfer all repeal the definition of “Independent Manager,” “Single Purpose Entity,” “Special Member,” “Bankruptcy Action,” or substantially all this Section 2.7 or any of Sections 2.6, 2.8, 3.4, 4.3.5, 4.5, 4.6, 4.7, 6.1, 6.2, 6.3, 6.4, 6.6, 6.7, 8.2 or 8.4 of this Agreement, without the prior written consent of the Lender; (w) to the extent consistent with applicable law, including Section 18-1101(c) of the Act, when acting on matters subject to the vote of the members of the LLC, the members shall take into account the interests of the LLC’s creditors as well as those of its properties and assets members; (x) comply with any other “single purpose entity” provisions set forth in the Credit Agreement; and (y) except as specifically provided in the Loan Documents, permit any person to any entity; guarantee or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment become obligated for the benefit debts of creditorsthe LLC. The failure of the LLC, or admit in writing its inability the Member or, if different from the Member, the Managing Member on behalf of the LLC, to pay its debts generally as they become due, or take any action in furtherance of comply with any of the foregoing. (q) It has no liabilities, contingent foregoing covenants or otherwise, any other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It covenants contained in this Agreement shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and affect the other Transaction Documents are outstanding, Seller shall not take any status of the actions contemplated by Section 13(p) above LLC as a separate legal entity or the limited liability of the Member, Managing Member (including when applicable without if different from the affirmative vote of such Member), or the Independent Director)Managers.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any Transaction hereunder is in effect or any Repurchase Obligations remain outstanding; provided that, without limiting the obligations of Guarantor under the Transaction Documents shall remain in effect: (a) It is and intends to remain solvent and it has paid and shall pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; providedGuaranty, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.: (a) it is and intends to remain solvent, and it has paid and will pay its debts and liabilities (including overhead expenses) from its own assets as the same shall become due; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and is, will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and its interest under any associated Hedging Transactions.; [NEWYORK 3032673_23] (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing financing, securitizing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing financing, securitizing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred.; (j) It except as otherwise permitted herein, it has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and it shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall not neither it nor Guarantor will seek its the dissolution, liquidation or winding up, in whole or in part, or suffer any Change part of Control or consolidation or merger with respect to Seller.; (m) It except as otherwise permitted herein, it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; [NEWYORK 3032673_23] (r) it shall not, without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity.; and (s) It it shall not maintain have any employees. (t) It shall at all times maintain at least one Independent Director. For Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstandingshall remain in effect, Seller shall may enter into one or more asset transfer agreements to transfer Purchased Assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (i) Seller does not take have any financial liability or obligation under any such asset transfer agreement, and (ii) Guarantor, Operating Partnership or another Person (other than Seller) agrees to be responsible and liable for the performance of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote any and all financial obligations of Seller under any such Independent Director)asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as this Agreement or any of the Transaction Documents shall remain in effect:effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) It is and intends to remain solvent and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed however, that nothing contained in this Section 13 12 or elsewhere otherwise in this Agreement shall obligate the require any direct or indirect owners of Seller to make any additional capital contributions to Seller from time to time to enable Seller to meet its obligations under this AgreementSeller. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe corporate all material limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its AffiliatesAffiliates that are not a Seller, its members and any other PersonPerson that is not a Seller, and it Master Seller will file its own tax consolidated Tax returns, if any, which are required by applicable law (except to the extent consolidation between Master Seller and Series Sellers is not required or permitted under GAAP or as a matter of law (such as in the case of a disregarded entity), or to the extent that consolidation with any of Seller’s Affiliates, its members, or any other Person is required or permitted under GAAP or as a matter of law). (e) It has beenwill, is and will be, and at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), shall and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will correct any known misunderstanding regarding its status as a separate entitysuch status, shall it will conduct business in its own name, shall it will not identify itself or any of its Affiliates as a division or part of the otherother (except any Series Seller may refer to itself as a “series” of Master Seller), shall it will maintain and utilize separate stationerystationary, invoices and checks, and allocate fairly and reasonably Master Seller or any overhead Series Seller will pay to any Affiliate that incurs costs for shared office space and for administrative services performed by an employee that it uses, the amount of an Affiliatesuch costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and its interest under any associated Hedging Transactionsother assets including New Collateral incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, originationreacquisition, ownership, financing hedging, administering, financing, refinancing, securitizing and disposition of the Purchased Loans or New Collateral in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its AffiliatesAffiliates (other than the Transaction Documents), except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 the Seller Threshold at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing financing, securitizing and disposing of Purchased LoansEligible Loans or New Collateral; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurredinvoiced. (j) It Except to the extent expressly permitted under this Agreement, it has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition, financing or refinancing of the Eligible Loans or New Collateral) or any other Person. (k) It will has maintained and intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed however, that nothing contained in this Section 13 12 or elsewhere otherwise in this Agreement shall obligate the require any direct or indirect owners of Seller to make any additional capital contributions to Seller from time to time to enable Seller to meet its obligations under this AgreementSeller. (l) It shall has not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It commingled and will not commingle its funds and other assets with those of any of its Affiliates that are not a Seller or any other PersonPerson (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (nm) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates that are not a Seller or any other PersonPerson (except with Master Seller and other Series Sellers). (on) It Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other PersonPerson (except with Master Seller and other Series Sellers). (po) Seller It shall not take any of the following actions without the affirmative vote of the Independent DirectorManager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy CodeLaws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing in a legal proceeding its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (qp) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, origination, ownership, financing hedging, financing, securitizing and disposition of the Purchased LoansLoans or New Collateral. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has conducted not and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (ts) It shall Master Seller will have at all times maintain at least one (1) Independent Director. For so long Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) Except as contemplated under the Transaction Documents, it has not pledged and will not pledge its assets to secure the obligations of any other Person (other than Master Seller or any Series Seller). (u) Except as contemplated under the Transaction Documents, it has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person (other than Master Seller or any Series Seller). (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity (other than any Series Seller). (x) The Master Seller LLC Agreement shall provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of the Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s obligations under this Agreement satisfaction of the definition of Independent Manager and the other Transaction Documents are outstanding, (iii) any Independent Manager of Seller shall not take have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 13(p12(o) above above; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, so long as this Agreement shall remain in effect, Seller may enter into one or more asset transfer agreements to transfer assets to a securitization seller, depositor, trust, issuer or other similar Person; provided that (including when applicable without i) prior to entering into any such asset transfer agreement, Buyer shall have reviewed such asset transfer agreement and confirmed that Seller does not have any liability or obligation under any such asset transfer agreement, and (ii) either (A) one or more Guarantors or (B) another Person other than Seller agrees to be responsible and liable for the affirmative vote performance of any and all obligations of Seller under any such Independent Director)asset transfer agreement or arising in connection therewith.

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any of the Transaction Documents shall hereunder is in effect or any Repurchase Obligations remain in effectoutstanding: (a) It it is and intends to remain solvent solvent, and it has paid and shall intends to pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, except as contemplated by the Guaranty Agreement, provided that it is understood and agreed that nothing contained in this Section 13 the foregoing shall not require any member, partner or elsewhere in this Agreement shall obligate the direct or indirect owners shareholder of Seller to make any additional capital contributions contribution to Seller from time to time to enable Seller to meet its obligations under this Agreement.Seller; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement necessary to maintain its separate existence; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.existence as an entity duly organized, validly existing and in good standing under the applicable laws of the jurisdiction of its organization or formation; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of Seller), it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and its interest under any associated Hedging Transactions.incidental personal property related thereto; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of the Purchased Loans Assets in accordance with the applicable provisions of the Transaction Documents., entering into and performing its obligations under the Transaction Documents and the Purchased Asset Documents, and activities incidental thereto; (h) It except for voluntary capital contributions or capital distributions permitted under the terms and conditions of its organizational documents and properly reflected on its books and records, it has not entered into, and will not enter into, any transaction, contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (Ai) obligations under the Transaction Documents Documents, (ii) obligations under the documents evidencing the Purchased Assets, and (Biii) unsecured trade payables, in an aggregate amount not to exceed $500,000 100,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid in the ordinary course of business but in any event within 60 sixty (60) days of the date incurred.; (j) It it has not made and will not make any loans or advances to any other Person, except as permitted under this AgreementPerson (other than the Purchased Asset), and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets); (k) It it will intend to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall it will not seek its dissolutiondissolve, liquidation liquidate, consolidate, merge, Divide or winding wind up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller.; (m) It it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (p) Seller shall not take any of the following actions without the affirmative vote of the Independent Director: it will (i) permit its members to dissolve or liquidate Seller, in whole or in part; have at all times at least one (1) Independent Director and (ii) consolidate or merge provide Buyer with or into any other entity or convey or transfer up-to-date contact information for all or substantially all of its properties Independent Directors and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any copy of the foregoing.agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) It has its Governing Documents shall provide that (i) no liabilitiesIndependent Director of Seller may be removed or replaced without Cause, contingent or otherwise(ii) Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director, other than those normal together with the name and incidental contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) to the acquisitionextent permitted by applicable Requirements of Law, originationno Independent Director of Seller shall have any fiduciary duty to anyone, ownershipincluding the holders of the equity interests in Seller and any Affiliates of Seller, financing except Seller and disposition the creditors of Purchased Loans.Seller with respect to taking of, or otherwise voting on, any Material Action; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) It has conducted it shall not, and its Governing Documents shall conduct provide that it shall not, without the prior written consent of its business consistent with the requirements of being a Single-Purpose Entity.Independent Directors, take any Material Action; and (s) It it shall not maintain any employeesa sufficient number of employees (if any) in light of its contemplated business purpose. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents and warrants to BuyerAdministrative Agent and Buyers, and covenants with BuyerAdministrative Agent and ▇▇▇▇▇▇, that that, on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any of the Transaction Documents shall hereunder is in effect or any Repurchase Obligations remain in effectoutstanding: (a) It it is and intends to remain solvent solvent, and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of Seller), it shall correct any USActive 63831236.4 known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead checks (except for shared office space and for services performed business conducted on behalf of Seller by Advisor pursuant to an employee of an Affiliate.advisory agreement); (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and its interest under any associated Hedging Transactions.; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It except for capital contributions or capital distributions permitted under the terms and conditions of its organizational document and properly reflected on its books and records, it has not entered into, and will not enter into, any transaction, contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.unaffiliated Persons; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed One Hundred Thousand Dollars and No/100 Dollars ($500,000 100,000.00) at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred.; (j) It it has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall not neither it nor Guarantor will seek its (A) the dissolution, liquidation liquidation, Division or winding up, in whole or in part, part of Seller or suffer any Change (B) the division of Control Seller into two (2) or consolidation more limited liability companies or merger with respect to Seller.other legal entities; (m) It it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Administrative Agent with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; USActive 63831236.4 (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without ▇▇▇▇▇, (ii) Administrative Agent be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions without equity interests in Seller and any Affiliates of Seller except Seller and the affirmative vote creditors of the Independent Director: (i) permit its members Seller with respect to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolventtaking of, or consent to otherwise voting on, any Act of Insolvency; provided that the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It foregoing shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement eliminate the implied contractual covenant of good faith and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).fair dealing;

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as any of the Transaction Documents shall remain in effect: (a) It is and intends to remain solvent and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe corporate formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law (except to the extent consolidation is required under GAAP or as a matter of law). (e) It has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably shall pay to any overhead Affiliate that incurs costs for shared office space and for administrative services performed by an employee that it uses, the amount of an Affiliatesuch costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than Purchased LoansPortfolio Collateral, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans Portfolio Collateral in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 100,000 at any one time outstanding, incurred in the Repurchase Agreement ordinary course of acquiring, owning, financing and disposing of Purchased LoansPortfolio Collateral; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member shareholder or any Affiliate of any member shareholder or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (l) It shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or Control, consolidation or merger with respect to SellerSeller or the Sponsor. (m) It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (n) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (o) It has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (p) The Seller shall not take any of the following actions without the affirmative vote of the Independent Directoractions: (i) permit its members shareholders to dissolve or liquidate the Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of the Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased LoansPortfolio Collateral. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Repurchase Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).$250MM Facility

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as at all times while this Agreement or any of the Transaction Documents shall remain hereunder is in effect:effect and Seller covenants that: 4931-3517-6718v.7 (a) It is Seller shall own no assets, and intends shall not engage in any business, other than the Purchased Assets, proposed Purchased Assets and Purchased Assets reacquired by Seller from Buyer, and other assets incidental to remain solvent the origination, acquisition, ownership, financing and it has paid disposition of the Purchased Assets; (b) Seller shall not make any loans or advances to any Affiliate or third party and shall not acquire obligations or securities of its Affiliates other than those obligations related to Purchased Assets or securities consisting of Purchased Assets; (c) Seller shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.assets; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe corporate its organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required under GAAP or as a matter of Requirements of Law; provided that appropriate notation shall be made on such financial statements to indicate that Seller’s assets are pledged as collateral for a security agreement) and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter Requirements of lawLaw).; (eg) It has been, is and will Seller shall be, and at all times will shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for U.S. federal and state income tax purposes), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents.; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationsoperations and shall remain solvent; provided, that it is understood and agreed that nothing contained the foregoing shall in this Section 13 or elsewhere in this Agreement shall obligate no way be construed as requiring the contribution of capital to Seller by any direct or indirect owners holders of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.interests in Seller; (li) It Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and or other assets with those of any of its Affiliates Affiliate or any other Person. (n) It has maintained Person and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Seller shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate or any other Person.; 4931-3517-6718v.7 (ok) It has not held and will Seller shall not hold itself out to be responsible for the debts or obligations of any other Person.; (l) Seller shall not, without the prior written consent of its Independent Director, take any action that will result in an Act of Insolvency; (m) Seller shall, at all times, have at least one (1) Independent Director; (n) Seller’s organizational documents shall provide (i) that Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (ii) that any Independent Director of Seller shall not have any fiduciary duty to anyone including the holders of the equity interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (o) Seller shall not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Seller shall maintain a sufficient number of employees in light of contemplated business operations; provided, however, that Seller shall not take be required to maintain any employees; (q) Seller shall use separate stationary, invoices and checks bearing its own name, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate; (r) Seller shall not pledge its assets to secure the following actions without the affirmative vote obligations of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity Person (other than under the Transaction Documents); (s) Seller shall not form, acquire or convey hold any Subsidiary or transfer all or substantially all of its properties and assets to own any equity interest in any other entity; and (t) Seller shall not create, incur, assume or (iii) institute suffer to exist any proceeding to be adjudicated as bankrupt Indebtedness, Lien, encumbrance or insolvent, security interest in or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect on any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, assets, revenue, the Purchased Assets, the other Collateral, whether now owned or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwisehereafter acquired, other than those normal (i) obligations under the Transaction Documents, (ii) obligations under the documents evidencing the Purchased Assets, and incidental (iii) unsecured trade payables, in an aggregate amount not to exceed the acquisitionSeller Threshold at any one time outstanding, originationincurred in the ordinary course of acquiring, ownershipowning, financing and disposition disposing of the Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain Assets; provided, however, that any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, such trade payables incurred by Seller shall not take any be paid within ninety (90) days of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).date incurred. 4931-3517-6718v.7

Single-Purpose Entity. Seller (a) Borrower hereby represents and warrants to Buyer, Lender and covenants with BuyerLender, that as of the date hereof and so long as any of the Transaction Documents shall remain in effectLoan is outstanding, Borrower: (ai) It is Is and intends to remain solvent and it has paid and shall intends to pay its debts and liabilities (including employment and overhead expenses) from its own assets to the extent sufficient for such purposes as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (bii) It has Has complied and will comply with the provisions of its organizational documentscertificate of formation and its limited liability company agreement. (ciii) It has Has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existenceexistence and separateness as a legal person from any Affiliates or other Persons. (div) It has Has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required under GAAP an Approved Accounting Method or as a matter of law). (ev) It has Has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other, other and shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (fvi) It has Has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactionsthe Collateral. (gvii) It has Has not engaged and will not engage in any business other than the origination, acquisition, originationownership, ownershipmaintenance, servicing, administration, enforcement, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction DocumentsCollaterally Assigned Loan. (hviii) It has Has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (iix) It has Has not knowingly and voluntarily incurred and will not knowingly and voluntarily incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Loan Documents and (B) unsecured trade payables, in an aggregate amount not obligations under the documents evidencing the Collaterally Assigned Loan (with respect to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurredBorrower). (jx) It has Has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other PersonPerson (other than in connection with the origination, enforcement, modification, administration, preservation or acquisition of the Collaterally Assigned Loan). (kxi) It will Will not knowingly and voluntarily fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (lxii) It shall Will not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (mxiii) It will Will not commingle its funds and other assets with those of any of its Affiliates or any other PersonPerson other than as contemplated by the Loan Documents. (nxiv) It has Has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (oxv) It has Has not held and will not hold itself out to be responsible for the debts or obligations of any other PersonPerson other than as contemplated by the Loan Documents. (pxvi) Seller shall Shall not take any of the following actions without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of terminate its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated existence as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoingDelaware limited liability company. (qxvii) It has Has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, maintenance, servicing, administration, enforcement, financing and disposition of Purchased Loansthe Collaterally Assigned Loan. (rxviii) It has Has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (sxix) It shall Shall not maintain any employees. (txx) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the Shall not take for itself or cause any other Transaction Documents are outstanding, Seller shall not entity to take any of the following actions contemplated by Section 13(p) above (including when applicable without the affirmative vote prior unanimous written consent of its partners, members or managers, as applicable and the Independent Director (as defined below) of each such Person: (i) file or consent to the filing of any bankruptcy, insolvency or reorganization case or proceeding; institute any proceedings under any applicable insolvency law; file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally, (ii) seek, consent to or acquiesce to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for itself or any other entity, (iii) make an assignment of its assets for the benefit of its creditors or an assignment of the assets of another entity for the benefit of such entity’s creditors, or (iv) take any action in furtherance of the foregoing; (xxi) Shall have at least one (1) independent manager or director that is not and has not been for at least five (5) years (each such independent manager or director meeting the requirements of this clause (xxi), an “Independent Director”): (A) a manager or director (other than in its capacity as an independent manager or director of Borrower or any Affiliate), officer, employee, trustee, trade creditor, customer, supplier, member attorney, counsel or shareholder (or spouse, parent, sibling or child of the foregoing) of (i) Borrower, (ii) a principal of Borrower, (iii) any equitable or beneficial owner, partner, principal or Affiliate of Borrower or of a principal of any such Person, or (iv) any Affiliate of any equitable or beneficial owner, partner, or principal of Borrower or of a principal of any such Person; or (B) a creditor, customer, supplier or Person who derives any of its purchases or revenues from its activities with (i) Borrower, (ii) a principal of Borrower, (iii) any equitable or beneficial owner, partner, principal or Affiliate of Borrower or of a principal of any such Person, or (iv) any Affiliate of any equitable or beneficial owner, partner, or principal of Borrower or of a principal of any such Person; a natural person who satisfies the foregoing definition other than subparagraph (xxi)(B) shall not be disqualified from serving as an Independent Director of Borrower if such individual is an Independent Director provided by a nationally-recognized company that provides professional independent managers (a “Professional Independent Director”) and other corporate services in the ordinary course of its business. A natural person who otherwise satisfies the foregoing definition other than subparagraph (xxi)(A) by reason of being the independent manager or director of a “special purpose entity” Affiliated with Borrower shall not be disqualified from serving as an Independent Director of Borrower if such individual is either (i) a Professional Independent Director or (ii) the fees that such individual earns from serving as Independent Director of Affiliates of Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. (b) The limited liability company agreement of Borrower (the “LLC Agreement”) shall provide that (i) upon the occurrence of any event that causes the last remaining member of Borrower (“Member”) to cease to be the member of Borrower (other than (A) upon an assignment by Member of all of its limited liability company interest in Borrower and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (B) the resignation of Member and the admission of an additional member of Borrower in accordance with the terms of the Loan Documents and the LLC Agreement), a person acting as a special member of Borrower shall, without any action of any other Person and simultaneously with the Member ceasing to be the member of Borrower automatically be admitted to Borrower as a member with a zero percent (0%) economic interest (“Special Member”) and shall continue Borrower without dissolution, and (ii) Special Member may not resign from Borrower or transfer its rights as Special Member unless a successor Special Member has been admitted to Borrower as a Special Member in accordance with requirements of Delaware law. The LLC Agreement shall further provide that (1) Special Member shall automatically cease to be a member of Borrower upon the admission to Borrower of the first substitute member of Borrower, (2) Special Member shall be a member of Borrower that has no interest in the profits, losses and capital of Borrower and has no right to receive any distributions of the assets of Borrower, (3) pursuant to the applicable provisions of the limited liability company act of the State of Delaware (the “Act”), Special Member shall not be required to make any capital contributions to Borrower and shall not receive a limited liability company interest in Borrower, (4) Special Member, in its capacity as Special Member, may not bind Borrower, and (5) except as required by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, Borrower including, without limitation, the merger, consolidation or

Single-Purpose Entity. Seller hereby represents On and warrants to Buyer, and covenants with Buyer, that as of the date hereof and so long as at all times while this Agreement or any of the Transaction Documents shall remain hereunder is in effecteffect and Seller covenants that: (a) It Seller shall own no assets, and shall not engage in any business, other than the Purchased Assets, proposed Purchased Assets and Purchased Assets reacquired by Seller from Buyer, and other assets incidental to the origination, acquisition, ownership, financing, securitization and disposition of the Purchased Assets; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates an Eligible Asset under its good faith belief that such Eligible Asset will become a Purchased Asset; provided, further, that in the event Buyer does not approve such Eligible Asset for inclusion in a Transaction, then Seller shall convey all of its right, title and interest in such Eligible Asset to a third party by not later than ten (10) Business Days after Buyer disapproves (or is deemed to have disapproved) such Eligible Asset; (b) Seller shall not make any loans or advances to any Affiliate or third party and intends shall not acquire obligations or securities of its Affiliates other than those obligations related to remain solvent and it has paid and Purchased Assets or securities consisting of Purchased Assets or Eligible Assets which Seller believes in good faith will become a Purchased Asset; (c) Seller shall pay its debts and liabilities (including employment including, as applicable, shared personnel and overhead expenses) only from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.assets; (bd) It has complied and will Seller shall comply with the provisions of its organizational documents.; (ce) It has done or caused to be done and will, to the extent under its control, Seller shall do all things necessary to observe corporate its organizational formalities and to preserve its existence.; (df) It has maintained and will Seller shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members Affiliates that are not a Seller (except that such financial statements may be consolidated to the extent consolidation is permitted or required under GAAP or as a matter of Requirements of Law; provided that (i) appropriate notation shall be made on such financial statements to indicate that Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate that is not a Seller or any other Person, Person that is not a Seller and it will (ii) such assets shall also be listed on Seller’s own separate balance sheet) and file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or Requirements of Law, such as in the case of a matter of lawdisregarded entity).; (eg) It has been, is and will Seller shall be, and at all times will shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for tax purposes), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate. (f) It has not owned and will not own any property or any other assets other than Purchased Loans, cash and its interest under any associated Hedging Transactions. (g) It has not engaged and will not engage in any business other than the acquisition, origination, ownership, financing and disposition of Purchased Loans in accordance with the applicable provisions of the Transaction Documents.; (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 60 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member or any other Person. (k) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided4866-0343-1908v.212 operations and shall remain solvent, that it in each case, only to the extent sufficient Income is understood and agreed that nothing contained produced from its assets. The foregoing shall in this Section 13 or elsewhere in this Agreement shall obligate no way be construed as requiring the contribution of capital to Seller by any direct or indirect owners holders of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.interests in Seller; (li) It Seller shall not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It will not commingle its funds and or other assets with those of any of its Affiliates Affiliate that is not a Seller or any other Person. (n) It has maintained Person and will shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (j) Seller shall maintain its properties, assets and accounts separate from those of any of its Affiliates Affiliate that is not a Seller or any other Person.; (ok) It has not held and will Seller shall not hold itself out to be responsible for the debts or obligations of any other Person.Person that is not a Seller; (l) Seller shall not, without the prior written consent of its Independent Member, take any action that will result in an Act of Insolvency; (m) Seller shall, at all times, have at least one (1) Independent Member; (n) Seller’s organizational documents shall provide (i) that Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Member, together with the name and contact information of the replacement Independent Member and evidence of the replacement’s satisfaction of the definition of Independent Member and (ii) that any Independent Member of Seller shall not have any fiduciary duty to anyone including the holders of the equity interest in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (o) Seller shall not enter into any transaction with an Affiliate of Seller except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (p) Seller shall maintain a sufficient number of employees in light of contemplated business operations; provided, however, that Seller shall not take be required to maintain any employees; (q) Seller shall use separate stationary, invoices and checks bearing its own name, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate; (r) Seller shall not pledge its assets to secure the following actions without the affirmative vote obligations of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity Person (other than another Seller and as otherwise pledged under the Transaction Documents); (s) Seller shall not form, acquire or convey hold any Subsidiary or transfer all or substantially all of its properties and assets to own any equity interest in any other entity; and 4866-0343-1908v.212 (t) Seller shall not create, incur, assume or (iii) institute suffer to exist any proceeding to be adjudicated as bankrupt Indebtedness, Lien, encumbrance or insolvent, security interest in or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect on any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, assets, revenue, the Purchased Assets, the other Collateral, whether now owned or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwisehereafter acquired, other than those normal (i) obligations under the Transaction Documents, (ii) obligations under the documents evidencing the Purchased Assets, and incidental (iii) unsecured trade payables, in an aggregate amount not to exceed the acquisitionSeller Threshold at any one time outstanding, originationincurred in the ordinary course of acquiring, ownershipowning, financing and disposition disposing of the Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain Assets; provided, however, that any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, such trade payables incurred by Seller shall not take any be paid within sixty (60) days of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director)date incurred.

Single-Purpose Entity. Seller hereby represents and warrants to BuyerAdministrative Agent and Buyers, and covenants with BuyerAdministrative Agent and Buyers, that that, on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any of the Transaction Documents shall hereunder is in effect or any Repurchase Obligations remain in effectoutstanding: (a) It it is and intends to remain solvent solvent, and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of formation and its limited liability company agreement necessary to maintain its separate existence; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of Seller), it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, other and it shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and its interest under any associated Hedging Transactions.; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; (h) It except for capital contributions and capital distributions permitted under the terms and conditions of its organizational documents and properly reflected on its books and records, it has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed Two Hundred and Fifty Thousand Dollars ($500,000 250,000) at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred.; (j) It it has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (l) It shall not neither it nor Guarantor will seek its (A) the dissolution, liquidation liquidation, Division or winding up, in whole or in part, part of Seller or suffer any Change (B) the division of Control Seller into two (2) or consolidation more limited liability companies or merger with respect to Seller.other legal entities; (m) It it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Administrative Agent with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents shall provide that (i) no Independent Director of Seller may be removed or replaced without Cause, (ii) Administrative Agent be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director and (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing; (r) it shall not, without the affirmative vote of the Independent Director: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all consent of its properties and assets to any entity; or (iii) Independent Directors, institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity.; and (s) It it shall not maintain have any Subsidiaries or employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, Buyer and covenants with BuyerBuyer that, that on and as of the date hereof of this Agreement and so long as each Purchase Date and at all times while this Agreement and any of the Transaction Documents shall hereunder is in effect or any Repurchase Obligations remain in effectoutstanding: (a) It it is and intends to remain solvent solvent, and it has paid and shall will, to the maximum extent permitted by applicable law, pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.; (b) It it has complied and will comply with the provisions of its organizational documents.certificate of incorporation and its memorandum and articles of association; (c) It it has done or caused to be done and will, to the extent under its control, will do all things necessary to observe corporate limited liability company formalities and and, to the maximum extent permitted by applicable law, to preserve its existence.; (d) It it has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliatesaffiliates, its members and any other Person, and it will file its own tax returns, if any, which are required by law returns (except to the extent consolidation is required or permitted under GAAP or as a matter of law).; (e) It it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliate of Seller), it shall correct any known misunderstanding regarding its status as a separate entity, it shall conduct business in its own name, it shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate.; (f) It it has not owned and will not own any property or any other assets other than the Purchased LoansAssets, cash and its interest under any associated Hedging Transactions.; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates a New Asset under its good faith belief, on such date of acquisition or origination, as applicable, that such New Asset will become a Purchased Asset, so long as Seller complies with Section 12(u) hereof; (g) It it has not engaged and will not engage in any business other than the origination, acquisition, origination, ownership, financing and disposition of the Purchased Loans Assets and the associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents.; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates a New Asset under its good faith belief, on such date of acquisition or origination, as applicable, that such New Asset will become a Purchased Asset, so long as Seller complies with Section 12(u) hereof; (h) It it has not entered into, and will not enter into, any contract or agreement with any of its Affiliatesaffiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-arm’s length basis with Persons other than such Affiliate.affiliate; (i) It it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents Documents, (B) obligations under the documents evidencing the Purchased Assets, and (BC) unsecured trade payables, in an aggregate amount not to exceed $500,000 200,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased LoansAssets; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurred.; (j) It has not made and will not make any loans or advances to any other Person, except as permitted under this Agreement, and it shall not acquire obligations or securities of any member or any Affiliate affiliate of any member or any other Person.Person (other than in connection with the origination or acquisition of Purchased Assets or New Assets which Seller believes in good faith, on the date of origination or acquisition, as applicable, will become a Purchased Asset, so long as Seller complies with Section 12(u) hereof); (k) It it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, provided that it is understood and agreed that nothing contained in this Section 13 the foregoing shall not require any member, partner or elsewhere in this Agreement shall obligate the direct or indirect owners shareholder of Seller to make any additional capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement.Seller; (l) It shall not neither it nor Guarantor will seek its the dissolution, liquidation or winding up, in whole or in part, or suffer any Change part of Control or consolidation or merger with respect to Seller.; (m) It it will not commingle its funds and other assets with those of any of its Affiliates or any other Person.; (n) It it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person.; (o) It it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person.; (p) it will (i) have at all times at least one (1) Independent Director and (ii) provide Buyer with up-to-date contact information for all Independent Directors and a copy of the agreement pursuant to which each Independent Director consents to and serves as an Independent Director for Seller; (q) its organizational documents (being its memorandum and articles of association) shall provide that (i) no Independent Director of Seller may be removed or replaced without Cause, (ii) Buyer be given at least five (5) Business Days prior notice of the removal and/or replacement of any Independent Director, together with the name and contact information of the replacement Independent Director and evidence of the replacement’s satisfaction of the definition of Independent Director, (iii) any Independent Director of Seller shall not take have any fiduciary duty to anyone including the holders of the following actions equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall be subject to applicable law and shall not eliminate the implied contractual covenant of good faith and fair dealing and any Independent Director of Seller shall not be required to make such determination unless (a) Seller has, at its own expense, retained counsel, accountants or other experts to advise the Independent Director with respect thereto, and (b) the Independent Director shall be entitled to rely conclusively upon the advice of such counsel, accountants and other experts and shall have no liability for its failure to follow the instructions of the beneficial owners or any other person; (r) it shall not, without the affirmative vote unanimous written consent of its board of directors including the Independent Director: (i) permit its members to dissolve or liquidate SellerDirectors, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code, or effect any similar procedure under any similar law, Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller it or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (q) It has no liabilities, contingent or otherwise, other than those normal and incidental to the acquisition, origination, ownership, financing and disposition of Purchased Loans. (r) It has conducted and shall conduct its business consistent with the requirements of being a Single-Purpose Entity.; and (s) It it shall not maintain have any employees. (t) It shall at all times maintain at least one Independent Director. For so long as Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, Seller shall not take any of the actions contemplated by Section 13(p) above (including when applicable without the affirmative vote of such Independent Director).

Single-Purpose Entity. Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of the date hereof Closing Date, the Amendment and Restatement Date and so long as this Agreement or any of the Transaction Documents shall remain in effect:effect (for purposes hereof, all references to the term “Seller” in this Section 12 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) It is and intends to remain solvent and it has paid and shall will pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; provided, that it is understood and agreed that nothing contained in this Section 13 or elsewhere in this Agreement shall obligate the direct or indirect owners of Seller to make capital contributions to Seller from time to time to enable Seller to meet its obligations under this Agreement. (b) It has complied and will comply with the provisions of its organizational documents. (c) It has done or caused to be done and will, to the extent under its control, do all things necessary to observe corporate all material limited liability company formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, its members and any other Person, and it will file its own tax Tax returns, if any, which are required by law (except to the extent consolidation is required or permitted under GAAP or as a matter of law). (e) It has beenwill, is and will be, and at all times will hold itself out to the public as, in the case of Master Seller, a legal entity separate and distinct from any other entity (including any Affiliate), shall and, in the case of any Series Seller, distinct from any other entity (including any Affiliate, Master Seller or any other Series), it will correct any known misunderstanding regarding its status as a separate entitysuch status, shall it will conduct business in its own name, shall it will not identify itself or any of its Affiliates as a division or part of the otherother (except any Series Seller may refer to itself as a “series” of Master Seller), shall it will maintain and utilize separate stationery, invoices and checks, and allocate fairly and reasonably Master Seller or any overhead Series Seller will pay to any Affiliate that incurs costs for shared office space and for administrative services performed by an employee that it uses, the amount of an Affiliatesuch costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than the Purchased Loans, cash and its interest under any associated Hedging Transactionsother assets including New Collateral incidental to the origination, acquisition, ownership, hedging, administering, financing and disposition of Purchased Loans. (g) It has not engaged and will not engage in any business other than the origination, acquisition, originationownership, ownershiphedging, administering, financing and disposition of the Purchased Loans or New Collateral in accordance with the applicable provisions of the Transaction Documents. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and Documents, (B) unsecured trade payables, in an aggregate amount not to exceed $500,000 250,000 at any one time outstanding, incurred in the ordinary course of originating, acquiring, owning, financing and disposing of Eligible Loans or New Collateral, and (C) contingent or future funding obligations under any Purchased LoansLoan; provided, however, that any such trade payables incurred by Seller shall be paid within 60 sixty (60) days of the date incurredinvoiced. (j) It has not made and will not make any loans or advances (other than Eligible Loans) to any other Person, except as permitted under this Agreement, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than in connection with the acquisition of the Eligible Loans or New Collateral) or any other Person. (k) It will has maintained and intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, that it is understood and agreed that nothing contained in this Section 13 the foregoing shall not require any member, partner or elsewhere in this Agreement shall obligate the direct or indirect owners shareholder of Seller to make any additional capital contributions to Seller from time to time to enable Seller to meet its obligations under this AgreementSeller. (l) It shall has not seek its dissolution, liquidation or winding up, in whole or in part, or suffer any Change of Control or consolidation or merger with respect to Seller. (m) It commingled and will not commingle its funds and other assets with those of any of its Affiliates or any other PersonPerson (except with Master Seller and other Series Sellers as contemplated under Section 5 hereof). (nm) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person. (on) It Except as contemplated under the Transaction Documents, it has not held and will not hold itself out to be responsible for the debts or obligations of any other Person. (po) Seller It shall not take any of the following actions without the affirmative vote of the Independent DirectorManager: (i) permit its members to dissolve or liquidate Seller, in whole or in part; (ii) consolidate or merge with or into any other entity or convey or transfer all or substantially all of its properties and assets to any entity; or (iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy CodeLaws, or effect any similar procedure under any similar law, or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing an external written communication to third parties its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing. (qp) It has no liabilities, contingent or otherwise, other than those normal and incidental to the origination, acquisition, originationownership, ownershiphedging, financing and disposition of the Purchased LoansLoans or New Collateral. (q) It is an entity disregarded as a separate entity or treated as a partnership for U.S. federal income tax purposes and has not made any election under Section 301.7701-3(a) of the Treasury Regulations to be treated as an association taxable as a corporation for U.S. federal income tax purposes. (r) It has conducted not and shall conduct its business consistent with the requirements of being a Single-Purpose Entity. (s) It shall not maintain any employees. (s) Master Seller will have at all times at least one (1) Independent Manager and will provide Buyer with up-to-date contact information for all Independent Manager(s) and a copy of the agreement pursuant to which each Independent Manager consents to and serves as an “Independent Manager” for Master Seller and each Series Seller. (t) It has not pledged and will not pledge its assets to secure the obligations of any other Person (other than as contemplated by this Agreement with respect to any Master Seller or Series Seller). (u) It has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person (other than as contemplated by this Agreement with respect to any Master Seller or Series Seller). (v) It will not, to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or transfer of all or substantially all of its assets. (w) It will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity (other than the Master Seller with respect to any Series Seller). (x) The Master Seller LLC Agreement shall at all times maintain provide that (i) no Independent Manager of Seller may be removed or replaced without Cause, (ii) Buyer be given at least one two (2) Business Days prior notice of the removal and/or replacement of the Independent Director. For so long as SellerManager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s obligations under this Agreement satisfaction of the definition of Independent Manager and the other Transaction Documents are outstanding, (iii) any Independent Manager of Seller shall not take have any fiduciary duty to anyone including the holders of the equity interests in Seller and any Affiliates of Seller except Seller and the creditors of Seller with respect to taking of, or otherwise voting on, any of the actions contemplated by Section 13(p12(o) above (including when applicable without above; provided, that the affirmative vote foregoing shall not eliminate the implied contractual covenant of such Independent Director)good faith and fair dealing.