Common use of Special Purpose Entity Clause in Contracts

Special Purpose Entity. Unless otherwise consented to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that shall (i) own no assets, and will not engage in any lines of business or activities, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documents; (iii) not make any loans or advances to any Affiliate or third party, and not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents); (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law), or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent which shall not be unreasonably conditioned, withheld or delayed; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (viii) be, and at all times 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, shall not identify itself or any of its Affiliates as a division or part of the other; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposes, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by the Facility Documents, will not hold itself out to be responsible for the debts or obligations of any other Person; (xiv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Person.

Special Purpose Entity. Unless otherwise consented The Borrower shall take or perform each of the following actions (and the Borrower has not heretofore failed to by Lender take or perform any such actions in writing, each Borrower Party shall be a Special Purpose Entity that shall the past): (i) maintain its own separate deposit and other bank accounts and funds to which no assets, and will not engage other Person has any access (except to the extent permitted under the Basic Documents) which accounts shall be maintained in any lines the name of business or activities, other than the assets and transactions specifically contemplated by the Facility DocumentsBorrower; (ii) not incur any Indebtedness maintain full books of accounts and records (financial or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documents; (iiiother) not make any loans or advances to any Affiliate or third party, and not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents); (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law), or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent which shall not be unreasonably conditioned, withheld or delayed; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates any other Person (except that such financial statements may be consolidated with an Affiliate to including, all resolutions, records, agreements or instruments underlying or regarding the extent consolidation is required under GAAP transactions contemplated by the Basic Documents or as a matter of applicable lawotherwise); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (viiiiii) be, and at all times shall hold itself out to the public as, and all other Persons as a legal entity separate from the and distinct from any other entity Person; (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in iv) have its own name, shall not identify itself or any board of its Affiliates as a division or part of the otherdirectors; (ixv) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting file its own tax returns separate from those of any service with any other Borrower or any AffiliatePerson, unless such transaction is if any, as may be required under applicable law, to the extent (A) not otherwise prohibited in this Agreement, part of a consolidated group filing a consolidated return or returns or (B) in the ordinary course not treated as a division for tax purposes of such Borrower’s businessanother taxpayer, and (C) upon fair and reasonable terms no less favorable pay any taxes so required to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliatebe paid under applicable law; (xvi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposes, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer ensure that any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those consolidated financial statements of any Affiliate or any other Person that are filed with the Securities Exchange Commission or any other governmental authority or are furnished to any creditors of any Affiliate or any other Person include notes clearly stating that the Borrower is a separate corporate entity and shall that its assets are available first and foremost to satisfy the claims of the creditors of the Borrower; and (vii) except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person and maintain its properties and the assets of the Borrower in such a manner that it would is not be costly or difficult to identifysegregate, segregate identify or ascertain its properties and individual assets from those of othersany other Person, including any Affiliate; (xiiiviii) except as permitted by conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (ix) disclose, and cause each Member to disclose, in its financial statements the Facility Documentseffects of all transactions between such Member and the Borrower in a manner which makes it clear that (A) the Borrower is a separate legal entity, will (B) the assets of the Borrower are not hold itself out assets of any Affiliate and are not available to be pay creditors of any Affiliate and (C) neither such Member nor any Affiliate thereof is liable or responsible for the debts or obligations of any other Person; (xiv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Person.Borrower;

Special Purpose Entity. Unless otherwise consented to by Lender in writing, each The Borrower Party shall be a Special Purpose Entity that shall will (ia) own no material assets, and will not engage in any lines of business or activitiesmaterial business, other than the assets and transactions specifically contemplated by the Facility Loan Documents; , (iib) not incur any Indebtedness indebtedness for borrowed money or material obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation)contingent, other than pursuant to as contemplated hereby (including the Facility Documents; Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), (iiic) not make any loans or advances to any Affiliate or third partyparty (other than Assets), and shall not acquire obligations or securities of any Borrower’s Affiliates Affiliated Party, (other than the assets and transactions specifically contemplated by the Facility Documents); (ivd) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; , (v) comply with the provisions of its organizational documents; (vie) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)Organizational Documents, or suffer the same to be amended, modified or otherwise changedchanged (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement), without the Lender’s prior written consent which shall not be unreasonably conditionedof the Lender, withheld or delayed; (viif) maintain all of its books, records and records, financial statements and bank accounts separate from those of its Affiliates any Affiliated Parties, (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (viiig) be, and at all times shall will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliated Party), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates Affiliated Party as a division or part of the other; (ix) not enter into any transactionother and maintain and utilize separate stationary, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreementinvoices and checks, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; (xh) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposesoperations, transactions and liabilities; (xii) to the fullest extent permitted by law, not engage in or suffer any dissolution, winding winding-up, liquidation, consolidation or merger in whole or transfer all or substantially all of its properties and assets to any Person in part, (except as contemplated herein); (xiij) not commingle its funds or other assets with those of any Affiliate Affiliated Party or any other Person and shall Person, (k) maintain its properties and assets in such a manner that it would will not be costly or difficult to identifysegregate, segregate ascertain or ascertain identify its properties and individual assets from those of others; any Affiliated Party or any other Person, (xiiil) except as permitted by the Facility Documents, not and will not hold itself out to be responsible for the debts or obligations of any other Person; Person and (xivm) be formed and organized solely for the purpose of holding, directly or indirectly, the Assets and not form, acquire or hold any Subsidiary or own any equity interest assets other than the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to have purchased in connection with an accepted Borrowing Request pursuant to Section 2.1). Notwithstanding any other entity; (xv) use separate stationeryprovision of this Section 6.7 to the contrary, invoices the Borrower shall be permitted to consummate sales of Loan Collateral under Section 3.4 in accordance with the terms and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Personconditions specified in Section 3.4.

Special Purpose Entity. Unless otherwise consented to by Lender Buyer in writing, each Borrower Party and except as permitted by the Facility Documents, PMC shall cause the REO Subsidiary to be a Special Purpose Entity that shall (i) own no assetsassets other than the assets specifically contemplated by the Facility Documents, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documents; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any BorrowerSeller’s Affiliates (other than PMC’s ownership of the assets and transactions specifically contemplated by the Facility Documents)REO Subsidiary Interests; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderBuyer’s prior written consent which shall not be unreasonably conditioned, withheld or delayedconsent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonAffiliates; (viii) be, and at all times shall 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 otherother and shall maintain and utilize a separate telephone number; (ix) not enter into any transaction, including transactions other than transactions specifically contemplated by the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service Facility Documents with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an AffiliateAffiliates; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer any change in ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against the Facility Documents, will REO Subsidiary any proceedings of the type referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate the REO Subsidiary in connection with any Insolvency Event with respect to any Seller; (xiv) not hold itself out to be responsible for the debts or obligations of any other Person; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entityentity other than PMC forming the REO Subsidiary and owning the REO Subsidiary Interests; (xvxvi) use separate stationery, invoices and checks bearing its own name; (xvixvii) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xviixviii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Person.

Special Purpose Entity. Unless otherwise consented Except as contemplated by the Facility Documents, Seller shall, and shall cause the REO Subsidiary to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that shall (i) own no assets, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), maintain books and records separate from those of all other than pursuant to the Facility DocumentsPersons; (iii) maintain its bank accounts separate from each other Persons; (iv) not commingle its assets with those of any other Person; (v) pay its own debts and liabilities out of its own funds; (vi) maintain financial statements separate and apart from those of all other Persons; (vii) observe all organizational formalities and other applicable or customary formalities to preserve its existence; (viii) not engage in any business or activity other than as set forth in Seller’s organizational documents or the REO Subsidiary Agreement, as applicable; (ix) not guarantee or become obligated for the debts of any other Person or make any loans or advances to any other Person and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates other than Seller’s ownership of the REO Subsidiary Interests and Participation Interests; (x) not acquire the direct or indirect obligations of, or securities issued by, its shareholders or any Affiliate; (xi) allocate fairly and reasonably any overhead for expenses that are shared with an Affiliate, including paying for the office space and services performed by any employee of any Affiliate; (xii) conduct business in its own name, promptly correct any known misunderstandings regarding its separate identity, hold all of its assets in its own name, and not identify itself as a division of any other Person; (xiii) reserved; (xiv) not engage or suffer any change in ownership, winding-up, dissolve or liquidate in whole or in part except as otherwise provided in Seller’s organizational documents or the REO Subsidiary Agreement, as applicable; (xv) not consolidate or merge, in whole or in part, with or into any other entity or sell, lease, assign, convey or otherwise transfer all or substantially all of its properties and assets to any Person; (xvi) not take any action that knowingly shall cause the Seller or the REO Subsidiary to become insolvent; (xvii) use separate stationery, invoices, and checks bearing its own name; (xviii) not incur or assume any Indebtedness; (xix) not hold out its credit as being available to satisfy the obligations of others; (xx) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)its Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law), or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent which shall not be unreasonably conditioned, withheld or delayed; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (viii) be, and at all times 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, shall not identify itself or any of its Affiliates as a division or part of the other; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; (xxxi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposes, transactions and liabilitiesoperations; (xixxii) to the fullest extent permitted file separate tax returns from those of each Person and entity except as may be required by law, not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person ; (xxiii) have an Independent Member; (xxiv) except as contemplated herein); (xii) not commingle its funds or by this Agreement and the other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by the Facility Documents, will not hold itself out to be responsible for the debts or obligations of any other Person; (xiv) Documents not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices entity other than the REO Subsidiary Interests and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliatethe Participation Interests; and (xviixxv) except as permitted by the Facility Documents, not pledge maintain its assets in a manner that will not be costly or difficult to secure the obligations segregate ascertain or identify from those of any other Person. Seller and REO Subsidiary shall not permit any modification or restructuring of Seller’s organizational documents or the REO Subsidiary Agreement (including, without limitation, any changes in the cash flow with respect to the Seller’s organizational documents and the REO Subsidiary Agreement) without the consent of the Buyer.

Special Purpose Entity. Unless otherwise consented Sellers shall cause REO Subsidiary to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that shall (i) own no assetsassets other than the assets specifically contemplated by the Program Agreements, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility DocumentsProgram Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility DocumentsProgram Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)Sellers’ Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent of Administrative Agent on behalf of Buyers which shall not be unreasonably conditioned, withheld or delayedwithheld; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided thatprovided, to the extent required by GAAP, the that (A) appropriate notation shall be made on such financial statements shall disclose if prepared to indicate the separateness of each Borrower the Sellers from such Affiliate, Affiliate and to indicate that each Borrower’s the Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person, (B) such assets shall also be listed on the applicable Seller’s own separate balance sheet if prepared and (C) the Sellers shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (viii) be, and at all times shall 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; (ix) not enter into any transaction, including transactions other than transactions specifically contemplated by the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service Program Agreements with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and Affiliates except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s length transaction with a Person which is not an Affiliatetransaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against REO Subsidiary any proceedings of the Facility Documents, type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate REO Subsidiary in connection with any Act of Insolvency with respect to any Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Person.

Special Purpose Entity. Unless otherwise consented to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that Seller shall (ia) own no assets, and will not nor engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility Documentsor permitted under this Repurchase Agreement; (iib) not incur any Indebtedness indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to hereto or the Facility DocumentsExcess Purchase Price Indebtedness; (iiic) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrowerthe Seller’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)Affiliates; (ivd) pay its the Seller’s debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its the Seller’s own assets; (ve) comply with the provisions of its the Seller’s organizational documents; (vif) do all things necessary to observe organizational formalities and to preserve its the Seller’s existence, and will not amend, modify or otherwise change its the Seller’s organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderBuyer’s prior written consent which shall not be unreasonably conditioned, withheld or delayedconsent; (viig) maintain all of its the Seller’s books, records and records, financial statements (except to the extent such financial statements are consolidated with those of its Affiliates) and bank accounts separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each BorrowerSeller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonAffiliates; (viiih) be, and at all times shall 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 the Seller’s status as a separate entity, shall conduct business in its the Seller’s own name, shall not identify itself or any of its Affiliates as a division or part of the otherother and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; (xi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its the Seller’s size and character and in light of its the Seller’s contemplated business purposes, transactions and liabilitiesoperations; (xij) to the fullest extent permitted by law, not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein)in part; (xiik) not commingle its the Seller’s funds or other assets with those of any Affiliate or any other Person and shall Person; (l) maintain its properties and the Seller’s assets in such a manner that it would will not be costly or difficult to identifysegregate, segregate ascertain or ascertain its properties and identify the Seller’s individual assets from those of othersany Affiliate or any other Person; (xiiim) except as permitted by the Facility Documents, not and will not hold itself out to be responsible for the debts or obligations of any other Person; and (xivn) use commercially reasonable efforts to cause each of the Seller’s direct owners to agree not formto (i) file or consent to the filing of any bankruptcy, acquire insolvency or hold reorganization case or proceeding with respect to the Seller; institute any Subsidiary proceedings under any applicable insolvency law or own otherwise seek any equity interest in relief under any other entitylaws relating to the relief from debts or the protection of debtors generally with respect to the Seller; (xvii) use separate stationeryseek or consent to the appointment of a receiver, invoices and checks bearing its own nameliquidator, assignee, trustee, sequestrator, custodian or any similar official for the Seller or a substantial portion of the Seller’s Properties; or (xviiii) allocate fairly and reasonably make any overhead assignment for shared office space and services performed by an employee the benefit of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other PersonSeller’s creditors.

Special Purpose Entity. Unless otherwise consented to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that shall shall: (ia) not own no assets, and will not any assets nor engage in any lines of business or activities, other than owning the assets and engaging in the transactions specifically contemplated by the Facility Documentshereunder and under every other document to be executed pursuant to this Loan Agreement; (iib) not incur any Indebtedness indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligationguarantee thereof), other than pursuant to the Facility Documentshereto; (iiic) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)of its Affiliates; (ivd) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ve) comply with the provisions of its organizational documents; (vif) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, changed without the Lender’s prior written consent of Lender which shall not be unreasonably conditioned, withheld or delayedwithheld; (viig) maintain all of its books, records and records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonAffiliates; (viiih) be, and at all times shall will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliateof its Affiliates), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the otherother and shall maintain and utilize separate stationary, invoices and checks; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; (xi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposes, transactions and liabilitiesoperations; (xij) to the fullest extent permitted by law, not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein)in part; (xiik) not commingle its funds or other assets with those of any Affiliate of its Affiliates or any other Person and shall Person; (l) maintain its properties and assets in such a manner that it would will not be costly or difficult to identifysegregate, segregate ascertain or ascertain identify its properties and individual assets from those of others; (xiii) except as permitted by the Facility Documents, will not hold itself out to be responsible for the debts any of its Affiliates or obligations of any other Person; and (xivn) cause each of its direct and indirect owners to agree not formto (i) file or consent to the filing of any bankruptcy, acquire insolvency or hold reorganization case or proceeding with respect to Borrower; institute any Subsidiary proceedings under any applicable insolvency law or own otherwise seek any equity interest in relief under any other entitylaws relating to the relief from debts or the protection of debtors generally with respect to Borrower; (xvii) use separate stationeryseek or consent to the appointment of a receiver, invoices and checks bearing liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its own nameproperties; or (xviiii) allocate fairly and reasonably make any overhead assignment for shared office space and services performed by an employee the benefit of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other PersonBorrower's creditors.

Special Purpose Entity. Unless otherwise consented Except as contemplated by the Facility Documents, Seller shall, and shall cause the REO Subsidiary to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that shall (i) own no assets, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), maintain books and records separate from those of all other than pursuant to the Facility DocumentsPersons; (iii) maintain its bank accounts separate from each other Persons; (iv) not commingle its assets with those of any other Person; (v) pay its own debts and liabilities out of its own funds; (vi) maintain financial statements separate and apart from those of all other Persons; (vii) observe all organizational formalities and other applicable or customary formalities to preserve its existence; (viii) not engage in any business or activity other than as set forth in Seller’s organizational documents or the REO Subsidiary Agreement, as applicable; (ix) not guarantee or become obligated for the debts of any other Person or make any loans or advances to any other Person and shall not acquire obligations or securities of Seller’s or Guarantor’s Affiliates other than Seller’s ownership of the REO Subsidiary Interests and Participation Interests; (x) not acquire the direct or indirect obligations of, or securities issued by, its shareholders or any Affiliate; (xi) allocate fairly and reasonably any overhead for expenses that are shared with an Affiliate, including paying for the office space and services performed by any employee of any Affiliate; (xii) conduct business in its own name, promptly correct any known misunderstandings regarding its separate identity, hold all of its assets in its own name, and not identify itself as a division of any other Person; (xiii) reserved; (xiv) not engage or suffer any change in ownership, winding-up, dissolve or liquidate in whole or in part except as otherwise provided in Seller’s organizational documents or the REO Subsidiary Agreement, as applicable; (xv) not consolidate or merge, in whole or in part, with or into any other entity or sell, lease, assign, convey or otherwise transfer all or substantially all of its properties and assets to any Person; (xvi) not take any action that knowingly shall cause the Seller or the REO Subsidiary to become insolvent; (xvii) use separate stationery, invoices, and checks bearing its own name; (xviii) not incur or assume any Indebtedness; (xix) not hold out its credit as being available to satisfy the obligations of others; (xx) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)its Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law), or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent which shall not be unreasonably conditioned, withheld or delayed; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (viii) be, and at all times 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, shall not identify itself or any of its Affiliates as a division or part of the other; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; (xxxi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposes, transactions and liabilitiesoperations; (xixxii) to the fullest extent permitted file separate tax returns from those of each Person and entity except as may be required by law, not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person ; (xxiii) have an Independent Member; (xxiv) except as contemplated herein); (xii) not commingle its funds or by this Agreement and the other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by the Facility Documents, will not hold itself out to be responsible for the debts or obligations of any other Person; (xiv) Documents not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices entity other than the REO Subsidiary Interests LEGAL02/41441953v3 and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliatethe Participation Interests; and (xviixxv) except as permitted by the Facility Documents, not pledge maintain its assets in a manner that will not be costly or difficult to secure the obligations segregate ascertain or identify from those of any other Person. Seller and REO Subsidiary shall not permit any modification or restructuring of Seller’s organizational documents or the REO Subsidiary Agreement (including, without limitation, any changes in the cash flow with respect to the Seller’s organizational documents and the REO Subsidiary Agreement) without the consent of the Buyer.

Special Purpose Entity. Unless otherwise consented Sellers shall cause REO Subsidiary to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that shall (i) own no assetsassets other than the assets specifically contemplated by the Program Agreements, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility DocumentsProgram Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility DocumentsProgram Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)Sellers’ Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderBuyer’s prior written consent which shall not be unreasonably conditioned, withheld or delayedwithheld; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided thatprovided, to the extent required by GAAP, the that (A) appropriate notation shall be made on such financial statements shall disclose if prepared to indicate the separateness of each Borrower the Sellers from such Affiliate, Affiliate and to indicate that each Borrower’s the Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person, (B) such assets shall also be listed on the applicable Seller’s own separate balance sheet if prepared and (C) the Sellers shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (viii) be, and at all times shall 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; (ix) not enter into any transaction, including transactions other than transactions specifically contemplated by the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service Program Agreements with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and Affiliates except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s length transaction with a Person which is not an Affiliatetransaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against REO Subsidiary any proceedings of the Facility Documents, type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate REO Subsidiary in connection with any Act of Insolvency with respect to any Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Person.

Special Purpose Entity. Unless otherwise consented Seller shall cause Trust Subsidiary to by Lender in writing, each Borrower Party shall be a Special Purpose Entity special purpose entity that shall (i) own no assetsassets other than the assets specifically contemplated by the Program Agreements, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility DocumentsProgram Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility DocumentsProgram Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any BorrowerSeller’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderBuyer’s prior written consent which shall not be unreasonably conditioned, withheld or delayedconsent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonAffiliates; (viii) be, and at all times shall 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 otherother and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transaction, including transactions other than transactions specifically contemplated by the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service Program Agreements with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and Affiliates except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s length transaction with a Person which is not an Affiliatetransaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against the Facility Documents, Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other PersonPerson other than as set forth in the Program Agreements; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other PersonPerson other than as contemplated by the Program Agreements.

Special Purpose Entity. Unless otherwise consented to by Lender Buyer in writing, each Borrower Party and except as permitted by the Facility Documents, Seller shall, and shall cause the REO Subsidiary to be a Special Purpose Entity special purpose entity that shall (i) own no assets, assets and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility DocumentsDocuments and sales, purchases, distribution or contribution of assets made in connection with assets that are no longer subject to a Transaction; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documents; (iii) not make any loans or advances to any Affiliate or third party, party and shall not acquire obligations or securities of any BorrowerSeller’s or Guarantor’s Affiliates (other than Seller’s ownership of the assets REO Subsidiary Interests and transactions specifically contemplated by the Facility Documents)Participation Interests; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderBuyer’s prior written consent which shall not be unreasonably conditioned, withheld or delayedconsent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided thatprovided, to the extent required by GAAP, the that (A) appropriate notation shall be made on such financial statements shall disclose if prepared to indicate the separateness of each Borrower it from such Affiliate, Affiliate and to indicate that each Borrower’s its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonPerson and (B) such assets shall also be listed on its own separate balance sheet if prepared and (C) shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (viii) be, and at all times shall 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; (ix) not enter into any transaction, including transactions other than transactions specifically contemplated by the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service Facility Documents with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an AffiliateAffiliates; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer any change in ownership other than transactions specifically contemplated by the Facility Documents, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against Seller or REO Subsidiary any proceedings of the Facility Documents, will type referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate the REO Subsidiary or Seller with each other or the Guarantor in connection with any Insolvency Event; (xiv) not hold itself out to be responsible for the debts or obligations of any other Person; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices entity other than the REO Subsidiary Interests and checks bearing its own namethe Participation Interests; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Person.

Special Purpose Entity. Unless otherwise consented to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that You shall (ia) own no assets, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by this Loan and Security Agreement and the Facility Loan Documents; (iib) not incur any Indebtedness indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documentshereto; (iiic) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)your Affiliates; (ivd) pay its your debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its your own assets; (ve) comply with the provisions of its your organizational documents; (vif) do all things necessary to observe organizational formalities and to preserve its your existence, and will not amend, modify or otherwise change its your organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the Lender’s our prior written consent which shall not be unreasonably conditioned, withheld or delayedwithheld; (viig) maintain all of its your books, records and records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Personyour Affiliates; (viiih) be, and at all times shall will hold itself yourself 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 your status as a separate entity, shall conduct business in its your own name, shall not identify itself yourself or any of its your Affiliates as a division or part of the otherother and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; (xi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its your size and character and in light of its your contemplated business purposes, transactions and liabilitiesoperations; (xij) to the fullest extent permitted by law, not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein)in part; (xiik) not commingle its your funds or other assets with those of any Affiliate or any other Person and shall Person; (l) maintain its properties and your assets in such a manner that it would will not be costly or difficult to identifysegregate, segregate ascertain or ascertain its properties and identify your individual assets from those of othersany Affiliate or any other Person; (xiiim) except as permitted by the Facility Documents, not and will not hold itself yourself out to be responsible for the debts or obligations of any other Person; and (xivn) cause each of your direct and indirect owners to agree not formto (i) file or consent to the filing of any bankruptcy, acquire insolvency or hold reorganization case or proceeding with respect to you; institute any Subsidiary proceedings under any applicable insolvency law or own otherwise seek any equity interest in relief under any other entitylaws relating to the relief from debts or the protection of debtors generally with respect to you; (xvii) use separate stationeryseek or consent to the appointment of a receiver, invoices and checks bearing its own nameliquidator, assignee, trustee, sequestrator, custodian or any similar official for you or a substantial portion of your Properties; or (xviiii) allocate fairly and reasonably make any overhead assignment for shared office space and services performed by an employee the benefit of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Personyour creditors.

Special Purpose Entity. Unless otherwise consented to by Lender in writingDuring the time the Affiliate Guaranty remains outstanding, each Borrower Party shall be a Special Purpose Entity that shall Mortgagor (i) own no assets, and will not engage in any lines of business or activitiesunrelated to the Premises, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) will not incur have any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), assets other than pursuant those related to the Facility Documents; Premises, (iii) not make any loans or advances to any Affiliate or third party, and not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents); (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law), or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent which shall not be unreasonably conditioned, withheld or delayed; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (viii) be, and at all times 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, shall not identify itself or any of its Affiliates as a division or part of the other; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposes, transactions and liabilities; (xi) to the fullest extent permitted by law, will not engage in in, seek or suffer consent to any dissolution, winding up, liquidation, consolidation or merger merger, and, except as otherwise expressly permitted by the Affiliate Guaranty Documents, will not engage in, seek or consent to any asset sale, transfer of ownership or equity interests, or amendment of its organizational documents (articles of organization or incorporation, certificate of limited partnership, operating agreement or bylaws, as the case may be), (iv) will not fail to correct any known misunderstanding regarding the separate identity of Mortgagor, (v) will not with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest (A) voluntarily file a bankruptcy, insolvency or reorganization petition or otherwise institute insolvency proceedings or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally; (B) voluntarily seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for such entity or all or substantially all any portion of its properties and assets to any Person (except as contemplated herein)such entity’s properties; (xiiC) make any assignment for the benefit of such entity’s creditors; or (D) take any action that might cause such entity to become insolvent, (vi) will maintain its financial statements, accounting records, and other entity documents separate from any other person or entity, (vii) will maintain its books, records, resolutions and agreements as official records, (viii) has not commingled and will not commingle its funds or other assets with those of any Affiliate other person or any other Person entity, (ix) has held and shall maintain will hold its properties and assets in such manner that it would not be costly or difficult to identifyits own name, segregate or ascertain (x) will conduct its properties business in its name, (xi) will pay its own liabilities out of its own funds and assets from those of others; assets, (xii) will observe all entity formalities, (xiii) has maintained and, except as otherwise expressly permitted or required by the Facility Affiliate Guaranty Documents, will maintain an arms-length relationship with its affiliates, (xiv) will have no indebtedness other than as evidenced by the Affiliate Guaranty Documents and the Senior Mortgage and commercially reasonable unsecured trade payables in the ordinary course of business relating to the ownership and operation of the Premises that are paid within sixty (60) days of the date incurred, (xv) except as expressly permitted or required by the Affiliate Guaranty Documents, will not hold itself out to be responsible assume or guarantee or become obligated for the debts of any other person or entity (except for the Senior Mortgage) or hold out its credit as being available to satisfy the obligations of any other Person; person or entity, except as evidenced by the Affiliate Guaranty Documents, (xivxvi) will not formacquire obligations or securities of its owners (members, acquire or hold any Subsidiary or own any equity interest in any other entity; partners, shareholders), (xvxvii) will allocate fairly and reasonably shared expenses, including, without limitation, shared office space and use separate stationery, invoices and checks bearing its own name; checks, (xvixviii) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, will not pledge its assets to secure for the obligations benefit of any other Personperson or entity, (xix) will hold itself out and identify itself as a separate and distinct entity under its own name and not as a division or part of any other person or entity, (xx) will not make loans to any person or entity, (xxi) will not identify its owners (members, partners, shareholders) or any affiliates of any of them as a division or part of it, (xxii) except as otherwise expressly permitted or required by the Affiliate Guaranty Documents, will not enter into or be a party to, any transaction with its owners (members, partners, shareholders) or its affiliates except in the ordinary course of its business and on terms which are intrinsically fair and are no less favorable to it than would be obtained in a comparable arms-length transaction with an unrelated third party, (xxiii) will pay the salaries of its own employees from its own funds, (xxiv) will endeavor in good faith to maintain adequate capital in light of its contemplated business operations, and (xxv) will continue (and not dissolve) for so long as a solvent managing member, partner or shareholder exists.

Special Purpose Entity. Unless otherwise consented Sellers shall cause each of REO Subsidiary and any Trust Subsidiary to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that shall (i) own no assetsassets other than the assets specifically contemplated by the Program Agreements, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility DocumentsProgram Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility DocumentsProgram Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)Sellers’ Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderBuyer’s prior written consent which shall not be unreasonably conditioned, withheld or delayedwithheld; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided thatprovided, to the extent required by GAAP, the that (A) appropriate notation shall be made on such financial statements shall disclose if prepared to indicate the separateness of each Borrower the Sellers from such Affiliate, Affiliate and to indicate that each Borrower’s the Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person, (B) such assets shall also be listed on the applicable Seller’s own separate balance sheet if prepared and (C) the Sellers shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (viii) be, and at all times shall 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; (ix) not enter into any transaction, including transactions other than transactions specifically contemplated by the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service Program Agreements with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and Affiliates except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s length transaction with a Person which is not an Affiliatetransaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets assts from those of others; (xiii) except not institute against, or join any other Person in instituting against the REO Subsidiary or a Trust Subsidiary, as permitted by applicable, any proceedings of the Facility Documentstype referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the REO Subsidiary or any Trust Subsidiary, as applicable, in connection with any Act of Insolvency with respect to any Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Person.

Special Purpose Entity. Unless otherwise consented Each Seller shall cause each Seller Party Subsidiary to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that shall (i) own no assetsassets other than the assets specifically contemplated by the Program Agreements, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility DocumentsProgram Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility DocumentsProgram Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrowereach Seller’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderBuyer’s prior written consent which shall not be unreasonably conditioned, withheld or delayedconsent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonAffiliates; (viii) be, and at all times shall 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 otherother and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transaction, including transactions other than transactions specifically contemplated by the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service Program Agreements with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and Affiliates except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s length transaction with a Person which is not an Affiliatetransaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against such Seller Party Subsidiary any proceedings of the Facility Documents, type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate such Trust Subsidiary in connection with any Act of Insolvency with respect to any Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other PersonPerson other than as set forth in the Program Agreements; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other PersonPerson other than as contemplated by the Program Agreements.

Special Purpose Entity. Unless otherwise consented to by Lender Buyer in writing, each Borrower Party and except as permitted by the Program Agreements or as otherwise prohibited by Requirements of Law, Seller shall be a Special Purpose Entity that shall (i) own no assets, assets and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility DocumentsProgram Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility DocumentsProgram Agreements; (iii) not make any loans or advances to any Affiliate or third party, party and not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)its Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent which shall not be unreasonably conditioned, withheld or delayed; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate be, to the extent consolidation is required under GAAP GAAP, consolidated with Guarantor or as a matter of applicable law); provided thatprovided, to the extent required by GAAP, the that (A) appropriate notation shall be made on such financial statements shall disclose the if prepared to indicate its separateness of each Borrower from any such Affiliate, Affiliate and to indicate that each Borrower’s its assets and credit are not available to satisfy the debts and other obligations of any such Affiliate or any other Person, (B) such assets shall also be listed on its own separate balance sheet if prepared and (C) it shall file its own tax returns, except to the extent consolidation is required or permitted under applicable law); (viii) be, and at all times 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, shall not identify itself or any of its Affiliates as a division or part of the other; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service transactions with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and Affiliates except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s length transaction with a Person which is not an Affiliatetransaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer any Division, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as otherwise contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute, or join any other Person in instituting, against itself, any proceedings of the Facility Documents, type referred to in the definition of “Act of Insolvency” hereunder or seek to substantively consolidate itself in connection with any Act of Insolvency with respect to Guarantor; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person; (xivxv) not form, acquire or hold any Subsidiary subsidiary or own any equity interest in any other entity; (xvxvi) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably name except as otherwise permitted by any overhead for shared office space and services performed by an employee Requirement of an AffiliateLaw; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Person.Person except as contemplated hereunder. [Redacted to remove confidential information]

Special Purpose Entity. Unless otherwise consented to by Lender Buyer in writing, and except as permitted by the Facility Documents, PMC shall cause each Borrower Party shall REO Subsidiary to be a Special Purpose Entity that shall (i) own no assetsassets other than the assets specifically contemplated by the Facility Documents, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documents; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any BorrowerSeller’s Affiliates (other than PMC’s ownership of the assets and transactions specifically contemplated by the Facility Documents)REO Subsidiary Interests; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderBuyer’s prior written consent which shall not be unreasonably conditioned, withheld or delayedconsent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonAffiliates; (viii) be, and at all times shall 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 otherother and shall maintain and utilize a separate telephone number; (ix) not enter into any transaction, including transactions other than transactions specifically contemplated by the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service Facility Documents with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an AffiliateAffiliates; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer any change in ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against any REO Subsidiary any proceedings of the Facility Documents, will type referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate any REO Subsidiary in connection with any Insolvency Event with respect to any Seller; (xiv) not hold itself out to be responsible for the debts or obligations of any other Person; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entityentity other than PMC forming each REO Subsidiary and owning the REO Subsidiary Interests; (xvxvi) use separate stationery, invoices and checks bearing its own name; (xvixvii) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xviixviii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Person.

Special Purpose Entity. Unless otherwise consented Fund I shall: (a) not own any assets nor engage in any business other than owning the assets and engaging in the transactions permitted by its organizational documents; (b) except for a $150,000,000 term redeemable securities contract between Fund I and Deutsche Bank, AG New York Branch, other mortgage warehousing and/or mortgage/mezzanine warehousing credit facilities similar to by Lender the instant facility, purchase money financial credit facilities and other debt incurred in writing, the ordinary course of business (in each Borrower Party shall be a Special Purpose Entity that shall case unless (i) own no assetsin contravention of any representation or warranty set forth in Sections 6.05, and will not engage 6.10 or 6.13 hereof or any covenant set forth in any lines of business Sections 7.08 or activities7.10 through 7.14 hereof, other than the assets and transactions specifically contemplated by the Facility Documents; or (ii) resulting in a default under Sections 8(e), 8(k), 8(l), 8(m) or 8(o) hereof)), not incur any Indebtedness indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligationguarantee thereof), other than pursuant to the Facility Documentshereto; (iiic) not make any loans or advances to any Affiliate or third party, and not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)of its Affiliates; (ivd) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ve) comply with the provisions of its organizational documents; (vif) do all things necessary to observe organizational formalities and to preserve its existence, and will not materially amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, changed without the Lender’s prior written consent of Lender which shall not be unreasonably conditioned, withheld or delayedwithheld; (viig) maintain all of its books, records and records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonAffiliates; (viiih) be, and at all times shall will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliateof its Affiliates), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the otherother and shall maintain and utilize separate stationary, invoices and checks; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; (xi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposes, transactions and liabilitiesoperations; (xij) to the fullest extent permitted by law, not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein)in part; (xiik) not commingle its funds or other assets with those of any Affiliate of its Affiliates or any other Person and shall Person; (l) maintain its properties and assets in such a manner that it would will not be costly or difficult to identifysegregate, segregate ascertain or ascertain identify its properties and individual assets from those of others; (xiii) except as permitted by the Facility Documents, will not hold itself out to be responsible for the debts any of its Affiliates or obligations of any other Person; (xiv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xviim) except as permitted by cause each of its direct and indirect owners to agree not to (i) file or consent to the Facility Documents, not pledge its assets to secure the obligations filing of any other Personbankruptcy, insolvency or reorganization case or proceeding with respect to either Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to either Borrower, (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for either Borrower or a substantial portion of its properties, or (iii) make any assignment for the benefit of either Borrower's creditors.

Special Purpose Entity. Unless otherwise consented to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that Seller shall (i) own no assets, and will not engage in any lines of business or activities, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documents; (iii) not make any loans or advances to any Affiliate or third party, and not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents); (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from maintain its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities separate books and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law), or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent which shall not be unreasonably conditioned, withheld or delayed; (vii) maintain all of its books, records and bank accounts (except that, for accounting and reporting purposes, the Seller may be included in the consolidated financial statements separate from those of its Affiliates an equity owner of the Seller in accordance with GAAP) provided that (except that A) appropriate notation shall be made on such consolidated financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose indicate the separateness of each Borrower the Seller from such Affiliate, Affiliate and to indicate that each Borrowerthe Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonPerson and (B) such assets shall also be listed on the Seller’s own separate balance sheet); (viiiii) be, and at all times shall hold itself out to the public as, and all other Persons as a legal entity separate from the Member and any other Person (except for inclusion in consolidated financial statements of an equity owner, as described in clause (i) above) (iii) have a Board of Managers composed differently from that of the Member and any other Person; (iv) conduct its business in its own name (or any trade name that will not be reasonably likely to cause confusion as to its separate existence) and strictly comply with all organizational formalities to maintain its separate existence; (v) maintain separate financial statements (except for inclusion in consolidated financial statements of an equity owner, as described in clause (i) above); (vi) except as contemplated under the provisions of clause (ix) below, pay its own liabilities only out of its own funds; (vii) maintain an arm’s length relationship with its Affiliates and the Member and any other party furnishing services to it; (viii) maintain a sufficient number of employees (which may be zero) for its contemplated business and pay the salaries of its own employees, if any; (ix) allocate fairly and reasonably, and pay its share of, any overhead expenses and other common expenses for shared office space and facilities, goods or services provided to multiple entities; (xi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; (xii) observe all limited liability company formalities necessary to maintain its separate identity as an entity separate and distinct from the Member and all of its other Affiliates; (xiii) hold title to its assets in its own name; (xv) not engage, directly or indirectly, in any business other than the actions required or permitted to be performed under Article 4 of the LLC Agreement, the Facility Agreements or this Section 14 v.; (xvi) not incur, create or assume any indebtedness other than as expressly permitted under the Facility Agreements; (xvii) not to the fullest extent permitted by law, engage in or seek or consent to any dissolution, winding up, liquidation, consolidation, merger or sale or transfer of all or substantially all of its assets except as expressly permitted pursuant to any provision of the Facility Agreements; (xviii) not fail to file separate federal or state income tax returns, if any, as may be required under applicable law (to the extent (1) not part of a consolidated return or returns or (2) not treated as a division of another taxpayer or a disregarded entity for tax purposes), and pay any taxes so required to be paid under applicable law; (xix) not assume or guarantee or become obligated for the debts of any other entity Person or hold out its credit as being available to satisfy the obligations of any other Person; provided, however, that this provision shall not be deemed to prohibit indemnification and contribution agreements by the Company and its Affiliates entered into under the LLC Agreement, or (including any Affiliate), shall to the extent not prohibited under the Facility Agreements) commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company; (xx) not fail to correct any known misunderstanding regarding its status separate identity; (xxi) not except as a separate entityotherwise contemplated under the Facility Agreements, shall conduct business in commingle its own namefunds or other assets with those of any other Person; (xxii) not acquire obligations or securities of its Members; (xxiii) not pledge any of its assets for the benefit of any other Person, shall except as otherwise contemplated or permitted by the Facility Agreements; (xxiv) not make any loans to any other Person, or buy or hold evidence of indebtedness issued by any other Person; (xxv) not identify itself its Members or any of its Affiliates as a division or part of the other; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposes, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated hereinfor inclusion in consolidated financial statements of an equity owner); (xiixxvi) not commingle its funds engage (either as transferor or other assets transferee) in any material transaction with those of any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any other Person and shall maintain its properties and assets in such manner that it would not be costly transaction with any Affiliate involving any intent to hinder, delay or difficult to identify, segregate or ascertain its properties and assets from those of othersdefraud any entity; (xiii) except as permitted by the Facility Documents, will not hold itself out to be responsible for the debts or obligations of any other Person; (xivxxvii) not formhave or create any subsidiaries, acquire or hold any Subsidiary or own any equity interest in any other entity; Person and (xvxxviii) use separate stationeryexcept as provided in the Facility Agreements, invoices and checks bearing deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name. The Member will (i) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the Seller; (xviii) allocate fairly hold itself out as a separate and reasonably any overhead for shared office space distinct entity from the Seller and services performed by an employee not identify the Seller as a division of an Affiliatethe Member; (iii) maintain its books and records and bank accounts separate from the Seller; and (xviiiv) except as permitted by the Facility Documents, not pledge hold its assets to secure the obligations of any other Personin its own name.

Special Purpose Entity. Unless otherwise consented Until the Debt has been paid in full, Borrower hereby represents, warrants and covenants that it is and shall continue to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that shall Entity. A “Special Purpose Entity” means a corporation, limited liability company or partnership, which (ia) own no assets, does not have and will not engage in any lines of business or activities, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) not incur any Indebtedness or obligationdebt, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documents; (iii) not make any loans or advances to any Affiliate or third party, and not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents); (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (exceptthan, with respect to the Certificate of FormationBorrower and, as required by law)if Borrower is a partnership, or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent which shall not be unreasonably conditioned, withheld or delayed; (vii) maintain all each of its booksSpecial Purpose Entity general partners, records and financial statements separate from those of its Affiliates the following: (except that such financial statements may be consolidated with an Affiliate i) the Debt, (ii) mortgage indebtedness incurred prior to the extent consolidation is required under GAAP date hereof secured by the Property which has been assigned by the prior lender to Lender and amended and restated herein on or as a matter of applicable law); provided that, to before the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (viii) be, and at all times 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, shall not identify itself or any of its Affiliates as a division or part of the other; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreementdate hereof, (Biii) trade payables and capital expenditures incurred in the ordinary course of the business of owning and operating the Property, provided that such Borrower’s businesstrade payables and capital expenditures (A) shall not be evidenced by a note, (B) shall be paid within sixty (60) days of the date incurred and (C) upon fair shall not exceed, in the aggregate, three percent (3%) of the outstanding principal balance of the Loan at any one time, (iv) real estate taxes and reasonable terms no less favorable to such Borrowerassessments, as and (v) obligations under equipment leases and purchase money financing arrangements entered into in connection with the leasing or purchase of equipment reasonably required in connection with the ownership and operation of the Property, provided that the sum of the purchase price (or in the case may beof leased equipment, than it the amount that would obtain have been paid in a comparable arm’s length transaction with a Person which is order to purchase, instead of lease) for such equipment shall not an Affiliateexceed, in the aggregate, one percent (1%) of the outstanding principal balance of the Loan at any one time; (xb) maintain adequate capital for if such entity is a limited liability company, has as its manager or managing member a Special Purpose Entity that owns at least one half percent (.50%) of the normal obligations reasonably foreseeable in a business membership interests of its size and character and in light of its contemplated business purposes, transactions and liabilitiesthe limited liability company; (xic) to if such entity is a partnership, has a general partner of such entity that is a Special Purpose Entity that owns at least one percent (1.0%) of the fullest extent permitted by lawpartnership interests in such partnership, not engage in or suffer any dissolution(d) has Charter Documents that provide that such entity will not: (1) dissolve, winding upmerge, liquidationliquidate, consolidation or merger or transfer consolidate; (2) sell all or substantially all of its properties and assets to or the assets of any Person (entity in which it has a direct or indirect interest, except as contemplated herein)otherwise provided in the Loan Documents; (xii3) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by the Facility Documents, will not hold itself out to be responsible for the debts or obligations of any other Person; (xiv) not form, acquire or hold any Subsidiary or own any equity interest engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this Section 4.2 without the consent of the Lender; or (4) without the affirmative vote of all of the directors of the corporation or directors or managers of a limited liability company (that is such entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably the managing member or a general partner of such entity), file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or to any overhead for shared office space and services performed by an employee of an Affiliateother entity in which it has a direct or indirect legal or beneficial ownership interest; and (xviie) except as permitted by at all times from and after the Facility DocumentsCut-off Date (and to Borrower’s knowledge with respect to the representations in clauses (i), not pledge (ii) and (iii) below, from and after the date of its assets to secure the obligations of any other Person.inception):

Special Purpose Entity. Unless otherwise consented The Borrower shall take or perform each of the following actions (and the Borrower has not heretofore failed to by Lender take or perform any such actions in writing, each Borrower Party shall be a Special Purpose Entity that shall the past): (i) maintain its own separate deposit and other bank accounts and funds to which no assets, and will not engage other Person has any access (except to the extent permitted under the Basic Documents) which accounts shall be maintained in any lines the name of business or activities, other than the assets and transactions specifically contemplated by the Facility DocumentsBorrower; (ii) not incur any Indebtedness maintain full books of accounts and records (financial or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documents; (iiiother) not make any loans or advances to any Affiliate or third party, and not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents); (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law), or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent which shall not be unreasonably conditioned, withheld or delayed; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates any other Person (except that such financial statements may be consolidated with an Affiliate to including, all resolutions, records, agreements or instruments underlying or regarding the extent consolidation is required under GAAP transactions contemplated by the Basic Documents or as a matter of applicable lawotherwise); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (viiiiii) be, and at all times shall hold itself out to the public as, and all other Persons as a legal entity separate from the and distinct from any other entity Person; (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in iv) have its own name, shall not identify itself or any board of its Affiliates as a division or part of the otherdirectors; (ixv) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting file its own tax returns separate from those of any service with any other Borrower or any AffiliatePerson, unless such transaction is if any, as may be required under applicable law, to the extent (A) not otherwise prohibited in this Agreement, part of a consolidated group filing a consolidated return or returns or (B) in the ordinary course not treated as a division for tax purposes of such Borrower’s businessanother taxpayer, and (C) upon fair and reasonable terms no less favorable pay any taxes so required to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliatebe paid under applicable law; (xvi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposes, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer ensure that any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those consolidated financial statements of any Affiliate or any other Person that are filed with the Securities Exchange Commission or any other governmental authority or are furnished to any creditors of any Affiliate or any other Person include notes clearly stating that the Borrower is a separate corporate entity and shall that its assets are available first and foremost to satisfy the claims of the creditors of the Borrower; and (vii) except as contemplated by the Basic Documents, not commingle its assets with assets of any other Person and maintain its properties and the assets of the Borrower in such a manner that it would is not be costly or difficult to identifysegregate, segregate identify or ascertain its properties and individual assets from those of othersany other Person, including any Affiliate; (viii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (ix) disclose, and cause each Member to disclose, in its financial statements the effects of all transactions between such Member and the Borrower in a manner which makes it clear that (A) the Borrower is a separate legal entity, (B) the assets of the Borrower are not assets of any Affiliate and are not available to pay creditors of any Affiliate and (C) neither such Member nor any Affiliate thereof is liable or responsible for the debts of the Borrower; 94 (x) pay its own liabilities and expenses only out of its own funds; (xi) except for capital contributions or capital distributions permitted under the terms and conditions of the Borrower's Formation Documents, not enter into any transaction with an Affiliate of the Borrower except on arm's length terms; (xii) compensate (either directly or through reimbursement of the Borrower's allocable share of any shared expenses) all employees, consultants and agents and Affiliates, to the extent applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliates, in each case, from the Borrower's own funds and either maintain a sufficient number of employees, and/or employ sufficient consultants or agents, in light of its contemplated operations; provided, the foregoing shall not require the Members to make any additional capital contributions to the Borrower; (xiii) except as expressly permitted by under any of the Facility Basic Documents, will pay from its own bank accounts for accounting and payroll services, rent, lease and other expenses (or the Borrower's allocable share of any such amounts provided by one or more other Affiliates) and not have such operating expenses (or the Borrower's allocable share thereof) paid by any Affiliates; provided, the foregoing shall not require the Members to make any additional capital contributions to the Borrower; (xiv) not hold itself out its credit or assets as being available to be responsible for satisfy the debts or obligations of any other Person; (xiv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use maintain office space separate stationery, invoices and checks bearing its own nameclearly delineated from the office space of any Affiliate; (xvi) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate; and (xvii) except as permitted by cause (A) all written communications, including letters, invoices, purchase orders, and contracts, of the Facility DocumentsBorrower to be made solely in the name of the Borrower, not pledge (B) the Borrower to have its assets to secure the obligations own tax identification number, stationery, checks and business forms, separate from those of any other Person., (C) all Affiliates not to use the stationery or business forms of the Borrower, and cause the Borrower not to use the stationery or business forms of any Affiliate, and (D) all Affiliates not to conduct business in the name of the Borrower, and cause the Borrower not to conduct business in the name of any Affiliate; (xviii) except as expressly permitted by any of the Basic Documents, direct creditors of the Borrower to send invoices and other statements of account of the Borrower directly to the Borrower and not to any Affiliate and cause the 95

Special Purpose Entity. Unless otherwise consented to by Lender Buyer in writing, and except as permitted by the Facility Documents, each Borrower Seller Party shall be a Special Purpose Entity that shall (i) shall not (x) own no assetsassets other than (A) in the case of Trust Subsidiary, the Underlying Mortgage Loans and will not (B) in the case of Seller, the Trust Interests and (y) engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) shall not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documents; (iii) except as contemplated by this Agreement and the other Facility Documents not make any loans or advances to any Affiliate or third party, party and shall not acquire obligations or securities of any BorrowerSeller Party’s or Guarantor’s Affiliates (other than Seller’s ownership of the assets and transactions specifically contemplated by the Facility Documents)Trust Interests; (iv) shall pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) shall comply with the provisions of its organizational documents; (vi) shall do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderBuyer’s prior written consent which shall not be unreasonably conditioned, withheld or delayedconsent; (vii) shall maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (viii) shall be, and at all times shall 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; (ix) shall not enter into any transaction, including transactions other than transactions specifically contemplated by the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service Facility Documents with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an AffiliateAffiliates; (x) 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 purposespurpose, transactions and liabilities; (xi) to the fullest extent permitted by law, shall not engage in or suffer any change in ownership other than transactions specifically contemplated by the Facility Documents, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) shall not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by shall not institute against, or join any other Person in instituting against Seller or Trust Subsidiary any proceedings of the Facility Documentstype referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate Seller or Trust Subsidiary in connection with any Insolvency Event with respect to Seller, will Trust Subsidiary or Guarantor; (xiv) shall not hold itself out to be responsible for the debts or obligations of any other Person; (xivxv) except as contemplated by this Agreement and the other Facility Documents, shall not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own nameentity other than the Trust Interests; (xvi) shall allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, shall not pledge its assets to secure the obligations of any other PersonPerson except pursuant to this Agreement.

Special Purpose Entity. Unless otherwise consented Sellers shall cause REO Subsidiary to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that shall (i) own no assetsassets other than the assets specifically contemplated by the Program Agreements, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility DocumentsProgram Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility DocumentsProgram Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)Sellers’ Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderBuyer’s prior written consent which shall not be unreasonably conditioned, withheld or delayedwithheld; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided thatprovided, to the extent required by GAAP, the that (A) appropriate notation shall be made on such financial statements shall disclose if prepared to indicate the separateness of each Borrower the Sellers from such Affiliate, Affiliate and to indicate that each Borrower’s the Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person, (B) such assets shall also be listed on the PennyMac Corp.’s own separate balance sheet if prepared and (C) the Sellers shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (viii) be, and at all times shall 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; (ix) not enter into any transaction, including transactions other than transactions specifically contemplated by the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service Program Agreements with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and Affiliates except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s length transaction with a Person which is not an Affiliatetransaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets assts from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against the Facility DocumentsREO Subsidiary, any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the REO Subsidiary in connection with any Act of Insolvency with respect to any Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Person.

Special Purpose Entity. Unless otherwise consented Seller shall cause Trust Subsidiary to by Lender in writing, each Borrower Party shall be a Special Purpose Entity special purpose entity that shall (i) own no assetsassets other than the assets specifically contemplated by the Program Agreements, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility DocumentsProgram Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility DocumentsProgram Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)Seller's or Guarantor's Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the Lender’s Buyer's prior written consent which shall not be unreasonably conditioned, withheld or delayedconsent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonAffiliates; (viii) be, and at all times shall 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 otherother and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transaction, including transactions other than transactions specifically contemplated by the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service Program Agreements with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and Affiliates except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s 's length transaction with a Person which is not an Affiliatetransaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against the Facility Documents, Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other PersonPerson other than as set forth in the Program Agreements; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other PersonPerson other than as contemplated by the Program Agreements.

Special Purpose Entity. Unless otherwise consented to by Lender the Administrative Agent in writing, each and except as expressly permitted by the Facility Documents, the Borrower Party and the Pledgor shall comply with the Facility Documents, shall not modify, amend or terminate their organizational documents and, shall be a Special Purpose Entity Entities, that shall (i) own no material assets, and will not engage in any lines of business or activities, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to permitted under the Facility Documents; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)its Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documentsdocuments (except, with respect to the certificate of formation as required by law); (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderAdministrative Agent’s prior written consent (other than its certificate of formation, to the extent such amendment or modification is required by any Requirement of Law) which shall not be unreasonably conditioned, withheld or delayed; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law)any Requirement of Law; provided thatprovided, that to the extent required by GAAP, the GAAP (1) appropriate notation shall be made on such financial statements shall disclose if prepared to indicate the separateness of each such Borrower Party from such Affiliate, Affiliate and to indicate that each Borrowersuch Borrower Party’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonPerson and (2) such assets shall also be listed on such Borrower Party’s own separate balance sheet, if prepared and (3) such Borrower Party shall file its own tax returns if filed, except to the extent consolidation is required or permitted under any Requirement of Law); (viii) be, and at all times shall 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; (ix) not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, except as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliatecontemplated hereunder; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposes, transactions and liabilities; provided, however, that the foregoing shall not require the direct or indirect partners, members or beneficial owners, as applicable, of Pledgor or Borrower to make additional capital contributions or loans to the Pledgor or the Borrower; (xi) to the fullest extent permitted by law, not engage in or suffer any Change in Control, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not not, other than as contemplated in the Facility Documents, commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against any Borrower Party, any proceedings of the Facility Documents, will type referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate any Borrower Party in connection with any Insolvency Event with respect to any Borrower-Related Party or any other Person; (xiv) not hold itself out to be responsible for the debts or obligations of any other PersonPerson except as contemplated under the Facility Documents; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; entity (xv) use separate stationery, invoices and checks bearing its own nameother than the Pledgor’s ownership of the Capital Stock of the Borrower); (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate[reserved]; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other PersonPerson other than pledges specifically contemplated by the Facility Documents; (xviii) not, without the prior unanimous written consent of all of its Independent Members, take any Insolvency Action; and (xix) (a) have at all times at least one (1) Independent Member and (b) provide the Administrative Agent with up-to-date contact information for each such Independent Member and a copy of the agreement pursuant to which such Independent Member consents to and serves as an “Independent Member” for any Borrower Party; and (xx) the organizational documents for each Borrower Party shall provide (a) that Lender 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 (b) that any Independent Member of a Borrower Party shall not have any fiduciary duty to anyone including the holders of the equity interest in such Borrower Party or any Affiliates of such Borrower Party except the Borrower Party itself and the creditors of such Borrower Party with respect to taking of, or otherwise voting on, the Insolvency Action; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Borrower shall cause Pledgor not to engage in any business activity other than the acting as the sole member of Borrower and performance of its obligations under the Facility Documents to which it is a party and the conduct of lawful business that it incidental, necessary and appropriate to accomplish the foregoing. The Borrower shall cause the Pledgor not to own any assets other than its membership interest in the Borrower.

Special Purpose Entity. Unless otherwise consented to by Lender Administrative Agent in writing, each and except as expressly permitted by the Facility Documents, Borrower Party and Pledgor shall comply with the Facility Documents, shall be a Special Purpose Entity Entities that shall (i) own no assets, and will not engage in any lines of business or activities, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to permitted under the Facility Documents; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documentsdocuments (except, with respect to the certificate of formation, as required by law); (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, to be inconsistent with this Section 12(r) without the LenderAdministrative Agent’s prior written consent which shall not be unreasonably conditioned(other than its certificate of formation, withheld to the extent such amendment or delayedmodification is required by any Requirement of Law); (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law)any Requirement of Law; provided thatprovided, that to the extent required by GAAP, the GAAP (1) appropriate notation shall be made on such financial statements shall disclose if prepared to indicate the separateness of each Borrower Party from such Affiliate, Affiliate and to indicate that each BorrowerBorrower Party’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonPerson and (2) such assets shall also be listed on Borrower Party’s own separate balance sheet, if prepared and (3) Borrower Party shall file its own tax returns if filed, except to the extent consolidation is required or permitted under any Requirement of Law); (viii) be, and at all times shall 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; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service transactions with any Affiliates, other Borrower than for the Asset Management Agreements and other transactions permitted or any Affiliaterequired by the Facility Documents, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s length transaction with a Person which is not an Affiliatetransaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposes, transactions and liabilities; provided, however, that the foregoing shall not require the direct or indirect partners or members of the Pledgor and any Borrower to make additional capital contributions or loans to any such Person; (xi) to the fullest extent permitted by law, not engage in or suffer any Change in Control, other than the Supernova SPAC Transaction consummated by the Guarantor, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not not, other than as contemplated in the Facility Documents, commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against any Borrower Party, any proceedings of the Facility Documents, type referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate Borrower Party in connection with any Insolvency Event with respect to any Borrower-Related Party or any other Person; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other PersonPerson other than pledges specifically contemplated by the Facility Documents; (xviii) not, without the prior unanimous written consent of all of its members and each Independent Manager, take any Insolvency Action; (xix)(a) have at all times at least one Independent Manager and (b) provide Administrative Agent with up-to-date contact information for each such Independent Manager and a copy of the agreement pursuant to which such Independent Manager consents to and serves as an “Independent Manager” for each Borrower Party; and (xx) the organizational documents for each Borrower shall provide (a) that Administrative Agent be given at least two (2) Business Days prior written notice of the removal and/or replacement of any Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (b) that any Independent Manager of a Borrower shall not have any fiduciary duty to anyone including the holders of the equity interest in a Borrower and any Affiliates of a Borrower Party except any Borrower Party and the creditors of a Borrower Party with respect to taking of, or otherwise voting on, the Insolvency Action; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Borrower Representative shall not perform its duties under this Agreement in a manner that would result in the Borrowers’ failure to comply with this Section 12(r).

Special Purpose Entity. Unless otherwise consented to by Lender Administrative Agent in writing, each and except as expressly permitted by the Facility Documents, Borrower Party and Pledgor shall comply with the Facility Documents, shall be a Special Purpose Entity Entities that shall (i) own no assets, and will not engage in any lines of business or activities, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to permitted under the Facility Documents; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documentsdocuments (except, with respect to the certificate of formation, as required by law); (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, to be inconsistent with this Section 12(r) without the LenderAdministrative Agent’s prior written consent which shall not be unreasonably conditioned(other than its certificate of formation, withheld to the extent such amendment or delayedmodification is required by any Requirement of Law); (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law)any Requirement of Law; provided thatprovided, that to the extent required by GAAP, the GAAP (1) appropriate notation shall be made on such financial statements shall disclose if prepared to indicate the separateness of each Borrower Party from such Affiliate, Affiliate and to indicate that each BorrowerBorrower Party’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonPerson and (2) such assets shall also be listed on Borrower Party’s own separate balance sheet, if prepared and (3) Borrower Party shall file its own tax returns if filed, except to the extent consolidation is required or permitted under any Requirement of Law); (viii) be, and at all times shall 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; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service transactions with any Affiliates, other Borrower than for the Asset Management Agreements and other transactions permitted or any Affiliaterequired by the Facility Documents, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s length transaction with a Person which is not an Affiliatetransaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposes, transactions and liabilities; provided, however, that the foregoing shall not require the direct or indirect partners or members of the Pledgor and any Borrower to make additional capital contributions or loans to any such Person; (xi) to the fullest extent permitted by law, not engage in or suffer any Change in Control, other than the Supernova SPAC Transaction consummated by the Guarantor, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not not, other than as contemplated in the Facility Documents, commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against any Borrower Party, any proceedings of the Facility Documents, type referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate Borrower Party in connection with any Insolvency Event with respect to any Borrower-Related Party or any other Person; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Person.;

Special Purpose Entity. Unless otherwise consented to by Lender in writingDuring the time the Note remains outstanding, each Borrower Party shall be a Special Purpose Entity that shall Grantor (i) own no assets, and will not engage in any lines of business or activitiesunrelated to the Premises, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) will not incur have any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), assets other than pursuant those related to the Facility Documents; Premises, (iii) not make any loans or advances to any Affiliate or third party, and not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents); (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law), or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent which shall not be unreasonably conditioned, withheld or delayed; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (viii) be, and at all times 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, shall not identify itself or any of its Affiliates as a division or part of the other; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposes, transactions and liabilities; (xi) to the fullest extent permitted by law, will not engage in in, seek or suffer consent to any dissolution, winding up, liquidation, consolidation or merger merger, and, except as otherwise expressly permitted by the Loan Documents, will not engage in, seek or consent to any asset sale, transfer of ownership or equity interests, or amendment of its organizational documents (articles of organization or incorporation, certificate of limited partnership, operating agreement or bylaws, as the case may be), (iv) will not fail to correct any known misunderstanding regarding the separate identity of Grantor, (v) will not with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest (A) voluntarily file a bankruptcy, insolvency or reorganization petition or otherwise institute insolvency proceedings or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally; (B) voluntarily seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for such entity or all or substantially all any portion of its properties and assets to any Person (except as contemplated herein)such entity’s properties; (xiiC) make any assignment for the benefit of such entity’s creditors; or (D) take any action that might cause such entity to become insolvent, (vi) will maintain its financial statements, accounting records, and other entity documents separate from any other person or entity, (vii) will maintain its books, records, resolutions and agreements as official records, (viii) has not commingled and will not commingle its funds or other assets with those of any Affiliate other person or any other Person entity, (ix) has held and shall maintain will hold its properties and assets in such manner that it would not be costly or difficult to identifyits own name, segregate or ascertain (x) will conduct its properties business in its name, (xi) will pay its own liabilities out of its own funds and assets from those of others; assets, (xii) will observe all entity formalities, (xiii) has maintained and, except as otherwise expressly permitted or required by the Facility Loan Documents, will maintain an arms-length relationship with its affiliates, (xiv) will have no indebtedness other than as evidenced by the Loan Documents and commercially reasonable unsecured trade payables in the ordinary course of business relating to the ownership and operation of the Premises that are paid within sixty (60) days of the date incurred, (xv) except as expressly permitted or required by the Loan Documents, will not hold itself out to be responsible assume or guarantee or become obligated for the debts of any other person or entity or hold out its credit as being available to satisfy the obligations of any other Person; person or entity, except as evidenced by the Loan Documents, (xivxvi) will not formacquire obligations or securities of its owners (members, acquire or hold any Subsidiary or own any equity interest in any other entity; partners, shareholders), (xvxvii) will allocate fairly and reasonably shared expenses, including, without limitation, shared office space and use separate stationery, invoices and checks bearing its own name; checks, (xvixviii) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, will not pledge its assets to secure for the obligations benefit of any other Personperson or entity, (xix) will hold itself out and identify itself as a separate and distinct entity under its own name and not as a division or part of any other person or entity, (xx) will not make loans to any person or entity, (xxi) will not identify its owners (members, partners, shareholders) or any affiliates of any of them as a division or part of it, (xxii) except as otherwise expressly permitted or required by the Loan Documents, will not enter into or be a party to, any transaction with its owners (members, partners, shareholders) or its affiliates except in the ordinary course of its business and on terms which are intrinsically fair and are no less favorable to it than would be obtained in a comparable arms-length transaction with an unrelated third party, (xxiii) will pay the salaries of its own employees from its own funds, (xxiv) will endeavor in good faith to maintain adequate capital in light of its contemplated business operations, and (xxv) will continue (and not dissolve) for so long as a solvent managing member, partner or shareholder exists.

Special Purpose Entity. Unless otherwise consented Each Seller shall cause each Seller Party Subsidiary to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that shall (i) own no assetsassets other than the assets specifically contemplated by the Program Agreements, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility DocumentsProgram Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility DocumentsProgram Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrowereach Seller’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve - 61 - its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderBuyer’s prior written consent which shall not be unreasonably conditioned, withheld or delayedconsent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonAffiliates; (viii) be, and at all times shall 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 otherother and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transaction, including transactions other than transactions specifically contemplated by the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service Program Agreements with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and Affiliates except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s length transaction with a Person which is not an Affiliatetransaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against such Seller Party Subsidiary any proceedings of the Facility Documents, type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate such Trust Subsidiary in connection with any Act of Insolvency with respect to any Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other PersonPerson other than as set forth in the Program Agreements; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other PersonPerson other than as contemplated by the Program Agreements.

Special Purpose Entity. Unless otherwise consented Until the Debt has been paid in full, Borrower hereby represents, warrants and covenants that it is and shall continue to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that shall Entity. A “Special Purpose Entity” means a corporation, limited liability company or partnership, which (ia) own no assets, does not have and will not engage in any lines of business or activities, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) not incur any Indebtedness or obligationdebt, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documents; (iii) not make any loans or advances to any Affiliate or third party, and not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents); (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (exceptthan, with respect to the Certificate of FormationBorrower and, as required by law)if Borrower is a partnership, or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent which shall not be unreasonably conditioned, withheld or delayed; (vii) maintain all each of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAPSpecial Purpose Entity general partners, the financial statements shall disclose following: (i) the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (viii) be, and at all times 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, shall not identify itself or any of its Affiliates as a division or part of the other; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this AgreementDebt, (Bii) trade payables and capital expenditures incurred in the ordinary course of the business of owning and operating the Property, provided that such Borrower’s businesstrade payables and capital expenditures (A) shall not be evidenced by a note, (B) shall be paid within sixty (60) days of the date incurred and (C) upon fair shall not exceed, in the aggregate, three percent (3%) of the outstanding principal balance of the Loan at any one time, (iii) real estate taxes and reasonable terms no less favorable to such Borrowerassessments, as and (iv) obligations under equipment leases and purchase money financing arrangements entered into in connection with the leasing or purchase of equipment reasonably required in connection with the ownership and operation of the Property, provided that the sum of the purchase price (or in the case may beof leased equipment, than it the amount that would obtain have been paid in a comparable arm’s length transaction with a Person which is order to purchase, instead of lease) for such equipment shall not an Affiliateexceed, in the aggregate, one percent (1%) of the outstanding principal balance of the Loan at any one time; (xb) maintain adequate capital for if such entity is a limited liability company, has as its manager or managing member a Special Purpose Entity that owns at least one half percent (.50%) of the normal obligations reasonably foreseeable in a business membership interests of its size and character and in light of its contemplated business purposes, transactions and liabilitiesthe limited liability company; (xic) to if such entity is a partnership, has a general partner of such entity that is a Special Purpose Entity that owns at least one percent (1.0%) of the fullest extent permitted by lawpartnership interests in such partnership, not engage in or suffer any dissolution(d) has Charter Documents that provide that such entity will not: (1) dissolve, winding upmerge, liquidationliquidate, consolidation or merger or transfer consolidate; (2) sell all or substantially all of its properties and assets to or the assets of any Person (entity in which it has a direct or indirect interest, except as contemplated herein)otherwise provided in the Loan Documents; (xii3) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by the Facility Documents, will not hold itself out to be responsible for the debts or obligations of any other Person; (xiv) not form, acquire or hold any Subsidiary or own any equity interest engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this Section 4.2 without the consent of the Lender; or (4) without the affirmative vote of all of the directors of the corporation or directors or managers of a limited liability company (that is such entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably the managing member or a general partner of such entity), file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or to any overhead for shared office space and services performed by an employee of an Affiliateother entity in which it has a direct or indirect legal or beneficial ownership interest; and (xviie) except as permitted by at all times from and after June 30, 1997 (and to Borrower’s knowledge with respect to the Facility Documentsrepresentations in clauses (i), not pledge (ii) and (iii) below, from and after the date of its assets to secure the obligations of any other Person.inception):

Special Purpose Entity. Unless otherwise consented to by Lender in writing, each The Borrower Party shall be a Special Purpose Entity that shall will (ia) own no assets, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility Loan Documents; , (iib) not incur any Indebtedness indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation)contingent, other than pursuant to the Facility Documents; as contemplated hereby, (iiic) not make any loans or advances to any Affiliate or third partyparty (other than Assets), and shall not acquire obligations or securities of any Borrower’s Affiliates Affiliated Party, (other than the assets and transactions specifically contemplated by the Facility Documents); (ivd) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; , (v) comply with the provisions of its organizational documents; (vie) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate articles of Formation, as required by law)incorporation or bylaws, or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent of the Lender, which consent shall not be unreasonably conditionedwithheld, withheld or delayed; (viif) maintain all of its books, records and records, financial statements and bank accounts separate from those of its Affiliates any Affiliated Parties, (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (viiig) be, and at all times shall will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliated Party), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates Affiliated Party as a division or part of the other; (ix) not enter into any transactionother and maintain and utilize separate stationary, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreementinvoices and checks, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; (xh) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposesoperations, transactions and liabilities; (xii) to the fullest extent permitted by law, not engage in or suffer any dissolution, winding winding-up, liquidation, consolidation or merger in whole or transfer all or substantially all of its properties and assets in part, (j) except to any Person (except as contemplated herein); (xii) the extent permitted in SECTION 2.7, not commingle its funds or other assets with those of any Affiliate Affiliated Party or any other Person and shall Person, (k) maintain its properties and assets in such a manner that it would will not be costly or difficult to identifysegregate, segregate ascertain or ascertain identify its properties and individual assets from those of others; any Affiliated Party or any other Person, (xiiil) except as permitted by the Facility Documents, not and will not hold itself out to be responsible for the debts or obligations of any other Person; Person and (xivm) be formed and organized solely for the purpose of holding, directly or indirectly, the Assets and not form, acquire or hold any Subsidiary or own any equity interest in any assets other entity; (xv) use separate stationerythan the Assets, invoices Asset Proceeds and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Personrelated thereto.

Special Purpose Entity. Unless otherwise consented Seller shall cause the Trust Subsidiary and each TRS Facility Entity to by Lender in writing, each Borrower Party shall be a Special Purpose Entity special purpose entity that shall (i) own no assetsassets other than the assets specifically contemplated by the Program Agreements, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility DocumentsProgram Agreements; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility DocumentsProgram Agreements; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any BorrowerSeller’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)or Guarantor’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderBuyer’s prior written consent which shall not be unreasonably conditioned, withheld or delayedconsent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonAffiliates; (viii) be, and at all times shall 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 otherother and shall maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transaction, including transactions other than transactions specifically contemplated by the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service Program Agreements with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and Affiliates except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s length transaction with a Person which is not an Affiliatetransaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xi) to the fullest extent permitted by law, not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against the Facility Documents, Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other PersonPerson other than as set forth in the Program Agreements; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other PersonPerson other than as contemplated by the Program Agreements; and (xviii) not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of Buyer.

Special Purpose Entity. Unless otherwise consented to by Lender in writing, each The Borrower Party has not and shall be a Special Purpose Entity that shall not: (i) own no assets, and will not engage in any lines of business or activities, activity other than the assets purchase, receipt and transactions specifically contemplated by management of Collateral, the Facility Documentstransfer and pledge of Collateral under the Transaction Documents and such other activities as are incidental thereto; (ii) not acquire or own any assets other than (a) the Collateral, (b) Permitted Investments and (c) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents; (iii) merge into or consolidate with any Person, dissolve, terminate or liquidate in whole or in part, transfer, divide or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof) or change its jurisdiction of formation, without in each case first obtaining the prior written consent of the Administrative Agent and each Lender, or except as permitted by this Agreement, change its legal structure; (iv) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or amend, modify, terminate the provisions of its operating agreement other than in accordance with the terms thereof, or fail to comply with the provisions of its operating agreement or otherwise fail to observe limited liability company formalities; (v) own any Subsidiary or make any Investment in any Person (other than Permitted Investments) without the consent of the Administrative Agent; (vi) except as permitted by this Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person; USActive 37382726.2937382726.32 79 (vii) incur any Indebtedness or obligationIndebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant Indebtedness to the Facility DocumentsSecured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments; (iiiviii) not make any loans become insolvent or advances fail to any Affiliate or third party, and not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents); (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assetsassets as the same shall become due; (vix) comply with the provisions of fail to maintain its organizational documents; (vi) do all things necessary to observe organizational formalities bank accounts separate and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law), or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent which shall not be unreasonably conditioned, withheld or delayed; (vii) maintain all of its books, records and financial statements separate apart from those of any other Person, other than as expressly provided in the Transaction Documents; (x) enter into any contract or agreement with any Person, except (a) the Transaction Documents, (b) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arms-length basis with third parties other than such Person and (c) as otherwise permitted under the Transaction Documents; (xi) seek its Affiliates dissolution or winding up in whole or in part; (except that such financial statements may be consolidated with an xii) fail to correct any known misunderstandings regarding the separate identity of the Borrower and the BDC or any principal or Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate thereof or any other Person; (viiixiii) beguarantee, and at all times shall become obligated for, or hold itself out to be responsible for the debt of another Person; (xiv) fail either to hold itself out to the public as, as a legal entity separate and distinct from any other entity Person or to conduct its business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division principals or part of the otherAffiliates); (ixxv) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable fail to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposes, transactions and liabilitiesoperations; (xixvi) file or consent to the fullest extent permitted by lawfiling of any petition, not engage in either voluntary or suffer involuntary, to take advantage of any dissolutionapplicable insolvency, winding upbankruptcy, liquidationliquidation or reorganization statute, consolidation or merger or transfer all or substantially all make an assignment for the benefit of its properties and assets to any Person (except as contemplated herein)creditors; (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiiixvii) except as may be required or permitted by the Facility DocumentsCode and regulations or other applicable state or local tax law, will not hold itself out to as or be responsible for the debts considered as a department or obligations division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person; (xivxviii) not formfail to maintain separate company records and books of account; provided, acquire or hold any Subsidiary or own any equity interest however, that the Borrower’s assets and liabilities may be included in any a consolidated financial statement of the BDC so long as the separateness of the Borrower from the BDC and the unavailability of the Borrower’s assets and credit to satisfy the debts and other entityobligations of USActive 37382726.2937382726.32 80 the BDC are disclosed by the BDC within all public filings that contain such consolidated financial statements; (xvxix) fail to pay its own liabilities and expenses only out of its own funds; (xx) fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any; (xxi) acquire the obligations or securities of its Affiliates or stockholders; (xxii) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space, if any, provided by an Affiliate or services performed by any employee of an Affiliate; (xxiii) fail to use separate stationery, invoices and checks bearing its own name; (xvixxiv) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Person.; (xxv) (A) fail at any time to have at least one (1) independent manager or director (the “Independent Manager”) who is not currently (a) a manager, officer, employee or Affiliate of the Borrower or any major creditor, or a manager, officer or employee of any such Affiliate (other than an independent manager or similar position of the Borrower, the BDC or an Affiliate), or (ii) the beneficial owner of any limited liability company interests of the Borrower or any voting, investment or other ownership interests of any Affiliate of the Borrower or of any major creditor or (B) fail to ensure that all limited liability company action relating to the selection, maintenance or replacement of the Independent Manager are duly authorized by the unanimous vote of the board of managers (including the Independent Manager) except as otherwise permitted pursuant to the Borrower LLC Agreement; (xxvi) fail to provide that the unanimous consent of all members (including the consent of the Independent Manager) is required for the Borrower to take any Material Action; and (xxvii) take or refrain from taking, as applicable, each of the activities specified in the non-consolidation opinion of Xxxxxxx Xxxx & Xxxxx LLP, dated as of the date hereof upon which the conclusions expressed therein are based. (u)

Special Purpose Entity. Unless otherwise consented to by Lender in writing, each The Borrower Party shall be a Special Purpose Entity that shall will (ia) own no assets, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility Loan Documents; , (iib) not incur any Indebtedness indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation)contingent, other than pursuant to the Facility Documents; as contemplated hereby, (iiic) not make any loans or advances to any Affiliate or third partyparty (other than Assets), and shall not acquire obligations or securities of any Borrower’s Affiliates Affiliated Party, (other than the assets and transactions specifically contemplated by the Facility Documents); (ivd) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; , (v) comply with the provisions of its organizational documents; (vie) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)Limited Liability Company Agreement, or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent which shall not be unreasonably conditionedof the Lender, withheld or delayed; (viif) maintain all of its books, records and records, financial statements and bank accounts separate from those of its Affiliates any Affiliated Parties, (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (viiig) be, and at all times shall will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any AffiliateAffiliated Party), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates Affiliated Party as a division or part of the other; (ix) not enter into any transactionother and maintain and utilize separate stationary, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreementinvoices and checks, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and reasonable terms no less favorable to such Borrower, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate; (xh) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposesoperations, transactions and liabilities; (xii) to the fullest extent permitted by law, not engage in or suffer any dissolution, winding winding-up, liquidation, consolidation or merger in whole or transfer all or substantially all of its properties and assets to any Person in part, (except as contemplated herein); (xiij) not commingle its funds or other assets with those of any Affiliate Affiliated Party or any other Person and shall (provided that the Servicer may commingle Asset Pool Proceeds to the extent permitted in the Servicing Agreement), (k) maintain its properties and assets in such a manner that it would will not be costly or difficult to identifysegregate, segregate ascertain or ascertain identify its properties and individual assets from those of others; any Affiliated Party or any other Person, (xiiil) except as permitted by the Facility Documents, not and will not hold itself out to be responsible for the debts or obligations of any other Person; Person and (xivm) be formed and organized solely for the purpose of acquiring, collecting and holding, directly or indirectly, the Assets and not form, acquire or hold any Subsidiary or own any equity interest in any assets other entity; (xv) use separate stationerythan the Assets, invoices Asset Proceeds and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Personrelated thereto.

Special Purpose Entity. Unless otherwise consented to by Lender the Buyer in writing, each Borrower Party and except as permitted by the Facility Documents, the Sellers shall be a Special Purpose Entity Entities that shall (ia) own no assets, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility Documents; (iib) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documents; (iiic) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)Sellers’ Affiliates; (ivd) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ve) comply with the provisions of its organizational documents; (vif) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderBuyer’s prior written consent which shall not be unreasonably conditioned, withheld or delayedwithheld; (viig) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP Guarantor’s or as a matter of applicable law); provided thatprovided, to the extent required by GAAP, the that (i) appropriate notation shall be made on such financial statements shall disclose if prepared to indicate the separateness of each Borrower the Sellers from such Affiliate, Affiliates and to indicate that each Borrower’s Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Affiliate Affiliates or any other PersonPerson and (ii) such assets shall also be listed on the Sellers’ own separate balance sheet if prepared and (iii) the Sellers shall file their own tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (viiih) be, and at all times shall 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; (ixi) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service transactions with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and Affiliates except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s length transaction with a Person which is not an Affiliatetransaction; (xj) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xik) to the fullest extent permitted by law, not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any other Person (except as contemplated herein); (xiil) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiiim) except as permitted by not institute against, or join any other Person in instituting against the Facility DocumentsSellers, any proceedings of the type referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate the Sellers in connection with any Insolvency Event with respect to the Sellers; (n) will not hold itself out to be responsible for the debts or obligations of any other Person; (xivo) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvp) use separate stationery, invoices and checks bearing its own name; (xviq) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xviir) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Person.

Special Purpose Entity. Unless otherwise consented to by Lender the Agent in writing, each Borrower Party and except as permitted by the Facility Documents, the REO Subsidiary shall be a Special Purpose Entity that shall (ia) own no assets, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility DocumentsDocuments and sales, purchases, distributions or contributions of assets made in connection with assets that are no longer subject to a Transaction; (iib) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documents; (iiic) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)its Affiliates; (ivd) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ve) comply with the provisions of its organizational documents; (vif) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderAgent’s prior written consent which shall not be unreasonably conditioned, withheld or delayedwithheld; (viig) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided thatprovided, to the extent required by GAAP, the that (i) appropriate notation shall be made on such financial statements shall disclose if prepared to indicate the separateness of each Borrower the REO Subsidiary from such Affiliate, Affiliate and to indicate that each Borrowerthe REO Subsidiary’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (viiiii) such assets shall also be listed on the REO Subsidiary’s own separate balance sheet if prepared and (iii) the REO Subsidiary shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (h) be, and at all times shall 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; (ixi) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service transactions with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and Affiliates except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s length transaction with a Person which is not an Affiliatetransaction; (xj) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xik) to the fullest extent permitted by law, not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xiil) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiiim) except as permitted by not institute against, or join any other Person in instituting against the Facility DocumentsREO Subsidiary, any proceedings of the type referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate the REO Subsidiary in connection with any Insolvency Event with respect to the REO Subsidiary; (n) will not hold itself out to be responsible for the debts or obligations of any other Person; (xivo) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xviip) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other Person.

Special Purpose Entity. Unless Participation Seller shall be a special purpose entity that shall, unless otherwise consented to by Lender Buyer in writing, each Borrower Party shall be a Special Purpose Entity that shall (i) own no assetsassets other than the assets specifically contemplated by the Program Documents, and will not engage in any lines of business or activitiesbusiness, other than the assets and transactions specifically contemplated by the Facility Program Documents; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Program Documents; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)its Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, without the LenderBuyer’s prior written consent which shall not be unreasonably conditioned, withheld or delayedconsent; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAP, the financial statements shall disclose the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonAffiliates; (viii) be, and at all times shall 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 otherother and maintain and utilize a separate telephone number and separate stationery, invoices and checks; (ix) not enter into any transaction, including transactions other than transactions specifically contemplated by the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service Program Documents with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and Affiliates except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s length transaction with a Person which is not an Affiliatetransaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposespurpose, transactions and liabilities; (xi) not engage in or suffer any change of ownership, dissolution (to the fullest extent permitted by applicable law, not engage in or suffer any dissolution), winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against itself any proceedings of the Facility Documents, will type referred to in Sections 18(g)-(i) with respect to a Seller; (xiv) not hold itself out to be responsible for the debts or obligations of any other PersonPerson other than as set forth in the Program Documents; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other PersonPerson other than as contemplated by the Program Documents; and (xviii) not acquire any real estate owned property without the prior written consent of Buyer (collectively (i) - (xviii), the “Special Purpose Entity Requirements”).

Special Purpose Entity. Unless otherwise consented Until the Debt has been paid in full, Borrower hereby represents, warrants and covenants that it is and shall continue to by Lender in writing, each Borrower Party shall be a Special Purpose Entity that shall Entity. A “Special Purpose Entity” means a corporation, limited liability company or partnership, which (ia) own no assets, does not have and will not engage in any lines of business or activities, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) not incur any Indebtedness or obligationdebt, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documents; (iii) not make any loans or advances to any Affiliate or third party, and not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents); (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (exceptthan, with respect to the Certificate of FormationBorrower and, as required by law)if Borrower is a partnership, or suffer the same to be amended, modified or otherwise changed, without the Lender’s prior written consent which shall not be unreasonably conditioned, withheld or delayed; (vii) maintain all each of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law); provided that, to the extent required by GAAPSpecial Purpose Entity general partners, the financial statements shall disclose following: (i) the separateness of each Borrower from such Affiliate, and indicate that each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person; (viii) be, and at all times 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, shall not identify itself or any of its Affiliates as a division or part of the other; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service with any other Borrower or any Affiliate, unless such transaction is (A) not otherwise prohibited in this AgreementDebt, (Bii) trade payables and capital expenditures incurred in the ordinary course of the business of owning and operating the Property, provided that such Borrower’s businesstrade payables and capital expenditures (A) shall not be evidenced by a note, (B) shall be paid within sixty (60) days of the date incurred and (C) upon fair shall not exceed, in the aggregate, three percent (3%) of the outstanding principal balance of the Loan at any one time, (iii) real estate taxes and reasonable terms no less favorable to such Borrowerassessments, as and (iv) obligations under equipment leases and purchase money financing arrangements entered into in connection with the leasing or purchase of equipment reasonably required in connection with the ownership and operation of the Property, provided that the sum of the purchase price (or in the case may beof leased equipment, than it the amount that would obtain have been paid in a comparable arm’s length transaction with a Person which is order to purchase, instead of lease) for such equipment shall not an Affiliateexceed, in the aggregate, one percent (1%) of the outstanding principal balance of the Loan at any one time; (xb) maintain adequate capital for if such entity is a limited liability company, has as its manager or managing member a Special Purpose Entity that owns at least one half percent (.50%) of the normal obligations reasonably foreseeable in a business membership interests of its size and character and in light of its contemplated business purposes, transactions and liabilitiesthe limited liability company; (xic) to if such entity is a partnership, has a general partner of such entity that is a Special Purpose Entity that owns at least one percent (1.0%) of the fullest extent permitted by lawpartnership interests in such partnership, not engage in or suffer any dissolution(d) has Charter Documents that provide that such entity will not: (1) dissolve, winding upmerge, liquidationliquidate, consolidation or merger or transfer consolidate; (2) sell all or substantially all of its properties and assets to or the assets of any Person (entity in which it has a direct or indirect interest, except as contemplated herein)otherwise provided in the Loan Documents; (xii3) not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by the Facility Documents, will not hold itself out to be responsible for the debts or obligations of any other Person; (xiv) not form, acquire or hold any Subsidiary or own any equity interest engage in any other business activity, or amend its organizational documents with respect to the matters set forth in this Section 4.2 without the consent of the Lender; or (4) without the affirmative vote of all of the directors of the corporation or directors or managers of a limited liability company (that is such entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably the managing member or a general partner of such entity), file a bankruptcy or insolvency petition or otherwise institute insolvency proceedings with respect to itself or to any overhead for shared office space and services performed by an employee of an Affiliateother entity in which it has a direct or indirect legal or beneficial ownership interest; and (xviie) except as permitted by at all times from and after June 30, 1997 (and to Bxxxxxxx’s knowledge with respect to the Facility Documentsrepresentations in clauses (i), not pledge (ii) and (iii) below, from and after the date of its assets to secure the obligations of any other Person.inception):

Special Purpose Entity. Unless otherwise consented to by Lender Administrative Agent in writing, each and except as expressly permitted by the Facility Documents, Borrower Party and Pledgor shall comply with the Facility Documents, shall be a Special Purpose Entity Entities that shall (i) own no assets, and will not engage in any lines of business or activities, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to permitted under the Facility Documents; (iii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Borrower’s Affiliates (other than the assets and transactions specifically contemplated by the Facility Documents)Affiliates; (iv) to the extent of available cash flow from the Financed SF Properties pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (v) comply with the provisions of its organizational documentsdocuments (except, with respect to the certificate of formation, as required by law); (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents (except, with respect to the Certificate of Formation, as required by law)documents, or suffer the same to be amended, modified or otherwise changed, to be inconsistent with this Section 12(r) without the LenderAdministrative Agent’s prior written consent which shall not be unreasonably conditioned(other than its certificate of formation, withheld to the extent such amendment or delayedmodification is required by any Requirement of Law); (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of applicable law)any Requirement of Law; provided thatprovided, that to the extent required by GAAP, the GAAP (1) appropriate notation shall be made on such financial statements shall disclose if prepared to indicate the separateness of each Borrower Party from such Affiliate, Affiliate and to indicate that each BorrowerBorrower Party’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other PersonPerson and (2) such assets shall also be listed on Borrower Party’s own separate balance sheet, if prepared and (3) Borrower Party shall file its own tax returns if filed, except to the extent consolidation is required or permitted under any Requirement of Law); (viii) be, and at all times shall 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; (ix) not enter into any transaction, including the purchase, sale, lease or exchange of property or assets or the rendering or accepting of any service transactions with any Affiliates, other Borrower than for the Asset Management Agreements and other transactions permitted or any Affiliaterequired by the Facility Documents, unless such transaction is (A) not otherwise prohibited in this Agreement, (B) in the ordinary course of such Borrower’s business, and (C) upon fair and except on commercially reasonable terms no less favorable similar to such Borrower, as the case may be, than it would obtain those available to unaffiliated parties in a comparable an arm’s length transaction with a Person which is not an Affiliatetransaction; (x) 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 purposes, transactions and liabilities; provided, however, that the foregoing shall not require the direct or indirect partners or members of the Pledgor and any Borrower to make additional capital contributions or loans to any such Person; (xi) to the fullest extent permitted by law, not engage in or suffer any Change in Control, other than the Supernova SPAC Transaction consummated by the Guarantor, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (xii) not not, other than as contemplated in the Facility Documents, commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; (xiii) except as permitted by not institute against, or join any other Person in instituting against any Borrower Party, any proceedings of the Facility Documents, type referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate Borrower Party in connection with any Insolvency Event with respect to any Borrower-Related Party or any other Person; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person; (xivxv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xv) use separate stationery, invoices and checks bearing its own name; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (xvii) except as permitted by the Facility Documents, not pledge its assets to secure the obligations of any other PersonPerson other than pledges specifically contemplated by the Facility Documents; (xviii) not, without the prior unanimous written consent of all of its members and each Independent Manager, take any Insolvency Action; (xix)(a) have at all times at least one Independent Manager and (b) provide Administrative Agent with up-to-date contact information for each such Independent Manager and a copy of the agreement pursuant to which such Independent Manager consents to and serves as an “Independent Manager” for each Borrower Party; and (xx) the organizational documents for each Borrower shall provide (a) that Administrative Agent be given at least two (2) Business Days prior written notice of the removal and/or replacement of any Independent Manager, together with the name and contact information of the replacement Independent Manager and evidence of the replacement’s satisfaction of the definition of Independent Manager and (b) that any Independent Manager of a Borrower shall not have any fiduciary duty to anyone including the holders of the equity interest in a Borrower and any Affiliates of a Borrower Party except any Borrower Party and the creditors of a Borrower Party with respect to taking of, or otherwise voting on, the Insolvency Action; provided, that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. Borrower Representative shall not perform its duties under this Agreement in a manner that would result in the Borrowers’ failure to comply with this Section 12(r).