Common use of Special Purpose Entity Clause in Contracts

Special Purpose Entity. Each of Borrower and General Partner shall: (i) maintain its own separate books and records and bank accounts; (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity (including through the use of separate stationary, signage and business cards); (iii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) hold all of its assets in its own name and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1) appropriate disclosure within the consolidated financial statements or footnotes thereto shall be made to indicate its separateness from such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its own separate balance sheet; (vii) pay its own liabilities only out of its own funds; (viii) maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or any other Affiliate transaction expressly permitted under this Agreement); (ix) correct any known misunderstanding regarding its separate identity and not identify itself as a division of any other Person; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it; (xi) cause its partners, officers, agents and other representatives (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; (xii) maintain its funds and assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (xiii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for services performed by an employee of an Affiliate; and (xiv) not amend, alter or change the terms of its exempted limited partnership agreement or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”).

Special Purpose Entity. Each of Borrower Except as contemplated by the Facility Documents, Seller shall, and General Partner shall: shall cause the REO Subsidiary to (i) own no assets, and not engage in any business, other than the assets and transactions specifically contemplated by the Facility Documents; (ii) maintain its own separate books and records separate from those of all other Persons; (iii) maintain its bank accounts separate from each other Persons; (iv) not commingle its assets with those of any other Person; (v) pay its own debts and bank accounts; liabilities out of its own funds; (iivi) at maintain financial statements separate and apart from those of all times 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 its business solely in its own name in a manner not misleading to other Persons as to name, promptly correct any known misunderstandings regarding its identity (including through the use of separate stationaryidentity, signage and business cards); (iii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) hold all of its assets in its own name and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statementsname, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1) appropriate disclosure within the consolidated financial statements or footnotes thereto shall be made to indicate its separateness from such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its own separate balance sheet; (vii) pay its own liabilities only out of its own funds; (viii) maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or any other Affiliate transaction expressly permitted under this Agreement); (ix) correct any known misunderstanding regarding its separate identity and not identify itself as a division of any other Person; ; (xxiii) 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 third party, and shall not acquire obligations or securities of its Affiliates; (xxi) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposeoperations; (xxii) file separate tax returns from those of each Person and entity except as may be required by law; (xxiii) have an Independent Member; (xxiv) except as contemplated by this Agreement and the other Facility Documents not form, transactions acquire or hold any Subsidiary or own any equity interest in any other entity other than the REO Subsidiary Interests and liabilitiesthe Participation Interests; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it; and (xi) cause its partners, officers, agents and other representatives (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; (xiixxv) maintain its funds and assets in such a manner that it will not be costly or difficult to segregate, segregate ascertain or identify its individual assets 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 (xiiiincluding, without limitation, any changes in the cash flow with respect to the Seller’s organizational documents and the REO Subsidiary Agreement) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for services performed by an employee without the consent of an Affiliate; and (xiv) not amend, alter or change the terms of its exempted limited partnership agreement or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”)Buyer.

Special Purpose Entity. Each of Unless otherwise consented to by Lender in writing, each Borrower and General Partner shall: Party shall be a Special Purpose Entity that shall (i) maintain its own separate books no assets, and records will not engage in any lines of business or activities, other than the assets and bank accounts; transactions specifically contemplated by the Facility Documents; (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including through guaranteeing any obligation), other than pursuant to the use of separate stationary, signage and business cards); Facility Documents; (iii) file 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 tax returnsassets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, if anyand 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 (1) not part required by GAAP, the financial statements shall disclose the separateness of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayereach Borrower from such Affiliate, and pay any taxes so required to be paid under applicable law; (iv) hold all of its assets in its own name and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1) appropriate disclosure within the consolidated financial statements or footnotes thereto shall be made to indicate its separateness from such Affiliate and to indicate that its each Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its own separate balance sheet; (vii) pay its own liabilities only out of its own funds; Person; (viii) maintain an arm’s-length relationship with its Affiliates be, and enter into transactions with Affiliates only on at all times shall hold itself out to the public as, a commercially reasonable basis legal entity separate and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or distinct from any other Affiliate transaction expressly permitted under this Agreemententity (including any Affiliate); (ix) , shall correct any known misunderstanding regarding its status as a separate identity and 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 Person; 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 purposepurposes, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it; (xi) cause 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 partners, officers, agents properties and other representatives assets to any Person (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; 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 funds properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (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; ; (xiiixiv) 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 expenses that are for shared with an Affiliate, including for office space and services performed by an employee of an Affiliate; and and (xivxvii) except as permitted by the Facility Documents, not amend, alter or change pledge its assets to secure the terms obligations of its exempted limited partnership agreement or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”)other Person.

Special Purpose Entity. Each The Borrower shall take or perform each of the following actions (and the Borrower and General Partner shall:has not heretofore failed to take or perform any such actions in the past): (i) maintain its own separate books deposit and records other bank accounts and bank accountsfunds to which no other Person has any access (except to the extent permitted under the Basic Documents) which accounts shall be maintained in the name of the Borrower; (ii) at maintain full books of accounts and records (financial or other) and financial statements separate from those of any other Person (including, all times conduct resolutions, records, agreements, or instruments underlying or regarding the transactions contemplated by the Basic Documents or otherwise) (provided, that this provision shall not limit the Borrower’s financial and operating results from being consolidated with those of its business solely ultimate parent company in its own name in a manner not misleading to other Persons as to its identity (including through the use of separate stationary, signage and business cardsconsolidated financial statements); (iii) at all times hold itself out to the public and all other Persons as a legal entity separate from the and any other Person; (iv) have its own board of managers; (v) file its own tax returnsreturns separate from those of any other Person, if any, as may be required under applicable law, to the extent (1A) not part of a consolidated group filing a consolidated return or returns or (2B) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (ivvi) hold all ensure that any 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 that its assets in its own name are available first and foremost to satisfy the claims of the creditors of the Borrower; (vii) except as contemplated by the Basic Documents, not commingle its assets with assets of any other PersonsPerson and maintain the assets of the Borrower in such a manner that it is not costly or difficult to segregate, identify, or ascertain its individual assets from those of any other Person, including any Affiliate; (vviii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence; (viix) maintain 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 financial statementslegal entity, showing its (B) the assets and liabilities separate and apart from those of the Borrower are not assets of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1) appropriate disclosure within the consolidated financial statements or footnotes thereto shall be made to indicate its separateness from such Affiliate and to indicate that its assets and credit are not available to satisfy pay creditors of any Affiliate, and (C) neither such Member nor any Affiliate thereof is liable or responsible for the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its own separate balance sheetthe Borrower; (viix) pay its own liabilities and expenses only out of its own funds; (viiixi) maintain an arm’s-length relationship with its Affiliates except for capital contributions or capital distributions permitted under the terms and enter into transactions with Affiliates only on a commercially reasonable basis conditions of the Borrower’s Formation Documents and on terms similar to those of an arm’s-length transaction (it being understood that it may the Basic Documents, not enter into any contract 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, that the foregoing shall not require the Members to make any additional capital contributions to the Borrower; (xiii) except as expressly permitted under any of the Basic Documents, 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 out its credit or assets as being available to satisfy the obligations of any other Person; (xv) to the extent that the Borrower maintains office space, maintain such office space separate and clearly delineated from the office space of any Affiliate; (xvi) to the extent that the Borrower incurs any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate, allocate fairly and reasonably such overhead expenses; (xvii) cause (A) all written communications, including letters, invoices, purchase orders, and contracts, of the Borrower to be made solely in the name of the Borrower, (B) the Borrower to have its 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 Affiliates to direct their creditors not to send invoices and other statements of accounts of such Affiliates to the Borrower; (xix) except as expressly permitted by any of the Basic Documents, not acquire obligations or securities of or make loans or advances to or grant a security interest in or pledge its assets for the benefit of the Member, any Affiliate or any other Affiliate transaction expressly permitted under this Agreement)Person; (ixxx) correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other PersonPerson except as may be required for income tax purposes; (xxxi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities, and refrain from engaging in a business for which its remaining property represents an unreasonably small capital; provided provided, that the foregoing shall not require any parent thereof the Members to make any additional capital contributions to itthe Borrower; (xixxii) practice and adhere to all limited liability company procedures and formalities to the extent required by the Borrower’s Formation Documents or all other appropriate constituent documents and applicable law in all material respects; (xxiii) except for the other Basic Documents, not acquire any obligations or securities of the Member or of any Affiliate of the Borrower; (xxiv) cause its partnersthe managers, officers, agents agents, and other representatives (including any director and/or officer on behalf of General Partner) the Borrower to act at all times with respect to it the Borrower consistently and in furtherance of the foregoing and in its the best interests; (xii) maintain its funds and assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those interests of any other Person; (xiii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for services performed by an employee of an Affiliatethe Borrower; and (xivxxv) not amend, alter or change the terms of its exempted limited partnership agreement or LLC agreement, at all times will have at least one manager that qualifies as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”)an Independent Manager.

Special Purpose Entity. Each of Borrower and General Partner shall: Sellers shall cause REO Subsidiary to be a Special Purpose Entity that shall (i) maintain its own separate books no assets other than the assets specifically contemplated by the Program Agreements, and records will not engage in any business, other than the assets and bank accounts; transactions specifically contemplated by the Program Agreements; (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including through guaranteeing any obligation), other than pursuant to the use of separate stationary, signage and business cards); Program Agreements; (iii) file not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Sellers’ Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own tax returnsassets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, if anyand not amend, as modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the prior written consent of Administrative Agent on behalf of Buyers which shall not be unreasonably withheld; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return consolidation is required under GAAP or returns or (2) not treated as a division for tax purposes matter of another taxpayer, and pay any taxes so required to be paid under applicable law; ; provided, that (iv) hold all of its assets in its own name and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1A) appropriate disclosure within the consolidated financial statements or footnotes thereto notation shall be made on such financial statements if prepared to indicate its the separateness of the Sellers from such Affiliate and to indicate that its the Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and Person, (2B) such assets shall also be listed on its the applicable Seller’s own separate balance sheet; sheet if prepared and (viiC) pay the Sellers shall file its own liabilities only out of its own funds; tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (viii) maintain an arm’s-length relationship with its Affiliates be, and enter into transactions with Affiliates only on at all times will hold itself out to the public as, a commercially reasonable basis legal entity separate and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or distinct from any other Affiliate transaction expressly permitted under this Agreemententity (including any Affiliate); (ix) , shall correct any known misunderstanding regarding its status as a separate identity and 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 other Person; than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it; (xi) cause not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its partners, officers, agents properties and other representatives assets to any Person (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; 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 funds properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (xiii) not institute against, or join any other Person in instituting against REO Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate REO Subsidiary in connection with any 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; ; (xiiixv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead expenses that are for shared with an Affiliate, including for office space and services performed by an employee of an Affiliate; and and (xivxvii) not amend, alter or change pledge its assets to secure the terms obligations of its exempted limited partnership agreement or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”)other Person.

Special Purpose Entity. Each of Unless otherwise consented to by Administrative Agent in writing, and except as expressly permitted by the Facility Documents, Borrower and General Partner shall: Pledgor shall comply with the Facility Documents, shall be Special Purpose Entities that shall (i) maintain its own separate books no assets, and records will not engage in any lines of business or activities, other than the assets and bank accounts; transactions specifically contemplated by the Facility Documents; (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including through guaranteeing any obligation), other than permitted under the use of separate stationary, signage and business cards); Facility Documents; (iii) file not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Borrower’s Affiliates; (iv) to the 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 tax returnsassets; (v) comply with the provisions of its organizational documents (except, if anywith respect to the certificate of formation, as may required by law); (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents, or suffer the same to be required under applicable lawamended, modified or otherwise changed, to be inconsistent with this Section 12(r) without Administrative Agent’s prior written consent (other than its certificate of formation, to the extent such amendment or modification is required by any Requirement of Law); (1vii) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) hold maintain all of its assets in its own name books, records and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its financial statements separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any Affiliates (except that such financial statement statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of any other PersonRequirement of Law; provided provided, that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after to the first fiscal quarter ending after the Closing Date extent required by GAAP (1) appropriate disclosure within the consolidated financial statements or footnotes thereto notation shall be made on such financial statements if prepared to indicate its the separateness of Borrower Party from such Affiliate and to indicate that its Borrower Party’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its Borrower Party’s own separate balance sheet; , if prepared and (vii3) pay Borrower Party shall file its own liabilities only out tax returns if filed, except to the extent consolidation is required or permitted under any Requirement of its own funds; Law); (viii) maintain an arm’s-length relationship with its Affiliates be, and enter into transactions with Affiliates only on at all times will hold itself out to the public as, a commercially reasonable basis legal entity separate and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or distinct from any other Affiliate transaction expressly permitted under this Agreemententity (including any Affiliate); (ix) , shall correct any known misunderstanding regarding its status as a separate identity and 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, other Person; than for the Asset Management Agreements and other transactions permitted or required by the Facility Documents, except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (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 purposepurposes, transactions and liabilities; provided provided, however, that the foregoing shall not require the direct or indirect partners or members of the Pledgor and any parent thereof Borrower to make any additional capital contributions or loans to it; any such Person; (xi) cause 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 partners, officers, agents properties and other representatives assets to any Person (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; except as contemplated herein); (xii) 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 funds properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (xiii) not institute against, or join any other Person in instituting against any Borrower Party, any proceedings of the 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; ; (xiiixiv) will not hold itself out to be responsible for the debts or obligations of any other Person; (xv) not form, acquire or hold any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead expenses that are for shared with an Affiliate, including for office space and services performed by an employee of an Affiliate; and (xivxvii) not amendpledge its assets to secure the obligations of any other Person other than pledges specifically contemplated by the Facility Documents; (xviii) not, alter or change without the terms prior unanimous written consent of all of its exempted limited partnership agreement or LLC agreementmembers and each Independent Manager, as the case may be, in take any material respect unless 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 thereto 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 provisions 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 clause (j), the “Required SPV Provisions”Section 12(r).

Special Purpose Entity. Each The Company is intended to qualify as a “special purpose” entity and agrees that it will, unless agreed otherwise by a Supermajority of Borrower and General Partner shallthe Members: (a) not own any asset or property other than (i) maintain its own separate books the Property, (ii) the Licenses and records and bank accounts(iii) incidental personal property necessary to carry out the business of the Company; (iib) at all times conduct not engage in any activities other than the activities identified in Section 1.6 above; (c) not incur, create or assume any indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) other than unsecured trade payables; (d) not make any loans or advances to any Person (including any Member), and not acquire obligations or securities of any Person; (e) remain solvent and pay its business solely in debts and liabilities (including, as applicable, those for shared personnel and overhead expenses) only out of its own name in a manner funds (to the extent available and not misleading to from the funds of any other Persons as to its identity Person (including through any Member) under any circumstance) as the use same shall become due; (f) observe Delaware limited liability company laws and organizational formalities in all material respects in order to preserve its separate existence; (g) maintain all of its books, records, financial statements and bank accounts separate stationary, signage and business cardsfrom those of any other Person (including any Member); (iiih) prepare separate financial statements and not have its assets listed on the financial statement of any other Person (including any Member), provided, however, that if required by GAAP, the Company’s assets may be included in a consolidated financial statement of its Members; (i) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, law and pay any taxes so required to be paid under applicable law; Table of Contents (j) maintain its books, records, resolutions and agreements as official records; (ivk) at all times hold itself out to the public as a legal entity separate and distinct from any other Person or entity (including any Member); (l) conduct business in its own name and correct any known misunderstanding regarding its status as a separate entity; (m) not identify itself or its Affiliates as a division or part of the other or of any Member; (n) maintain and utilize separate stationery, invoices and checks bearing its own name; (o) be and remain adequately capitalized for the normal obligations reasonably foreseeable in an operation of its size and character and in light of its contemplated activities; (p) to the fullest extent permitted by law, and except as otherwise approved by a Supermajority in Interest of the Members, not seek or effect or cause any Party to seek or effect the liquidation, dissolution, winding up, consolidation or merger, in whole or in part, or the sale of any of the assets, of the Company; (q) not commingle the funds and other assets of the Company with those of any Person (including any Member), and hold all of its assets in its own name and not commingle its assets with assets of any other Personsname; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1) appropriate disclosure within the consolidated financial statements or footnotes thereto shall be made to indicate its separateness from such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its own separate balance sheet; (vii) pay its own liabilities only out of its own funds; (viii) maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or any other Affiliate transaction expressly permitted under this Agreement); (ix) correct any known misunderstanding regarding its separate identity and not identify itself as a division of any other Person; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it; (xi) cause its partners, officers, agents and other representatives (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; (xiir) maintain its funds and assets in such a manner that it will not be materially costly or difficult to segregate, ascertain or identify its individual assets asset or assets, as the case may be, from those of any other PersonPerson (including any Member); (xiiii) not pledge its assets for the benefit of any other Person (including any Member), (ii) not guarantee or become obligated for the debts of any other Person (including any Member) and (iii) not hold itself out to be responsible for or have its credit available to satisfy the debts of obligations of any other Person (including any Member); (t) pay its liabilities, including salaries of its own employees, out of its own funds and not funds of any other Person (including any Member), and maintain a sufficient number of employees in light of its contemplated business operations; Table of Contents (u) compensate each of its consultants and agents (including the Brand Manager) from its own funds and not the funds of any other Person (including any Member) for services provided to Company and pay from its own funds all obligations of any kind incurred by Company; (v) require from and after the Effective Date the approval of a Supermajority in Interest of the Members to take any Bankruptcy Action, or any action in furtherance of a Bankruptcy Action; (w) not form, acquire, or hold any subsidiary (whether corporate, partnership, limited liability company or other); and (x) allocate fairly and reasonably reasonably, as between such Person (including any Member) and the Company, as determined by a Supermajority in Interest of the Board, any overhead expenses that are shared with an Affiliateany Person (including any Member), including paying for office space to the extent used, and paying for services of any Person (including the Brand Manager and the Officers),that are performed by an any employee of an Affiliate; and any Person (xivincluding any Member) not amend, alter or change the terms on behalf of its exempted limited partnership agreement or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”)Company.

Special Purpose Entity. Each Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of Borrower the date hereof and General Partner shallso long as any of the Transaction Documents shall remain in effect that it shall be a Special-Purpose Entity and that: (ia) maintain It is, as of each Purchase Date, and intends to remain solvent and it has paid and will pay its debts and liabilities (including employment and overhead expenses) from its own separate books assets as the same shall become due. (b) It has complied and records will comply with the provisions of its incorporation, organizational and other governing documents, including the Seller Operating Agreement. (c) It has done or caused to be done and will do all things necessary to observe applicable entity formalities and to preserve its existence. (d) It has maintained and will maintain all of its books, records, financial statements and bank accounts; accounts separate from those of its Affiliates, its members, partners, shareholders, owners and any other Person, (iiexcept to the extent consolidation of financial statements is required under GAAP or as a matter of law) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity (including through the use of separate stationary, signage and business cards); (iii) it will file its own tax returns, if any, as may be required under applicable law, returns to the extent required by law. (1e) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayerIt has been, is and will be, and pay any taxes so required at all times will hold itself out to be paid under applicable law; (iv) hold all of its assets in its own name the public as, a legal entity separate and not commingle its assets with assets of distinct from any other Persons; entity (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statementsincluding any Affiliate), showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1) appropriate disclosure within the consolidated financial statements or footnotes thereto shall be made to indicate its separateness from such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its own separate balance sheet; (vii) pay its own liabilities only out of its own funds; (viii) maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or any other Affiliate transaction expressly permitted under this Agreement); (ix) correct any known misunderstanding regarding its status as a separate identity and entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other, shall maintain and utilize separate stationery, invoices and checks, and shall pay to any Affiliate that incurs costs for office space and administrative services that it uses, the amount of such costs allocable to its use of such office space and administrative services. (f) It has not owned and will not own any property or any other assets other than Purchased Mortgage Loans, the Funding Account, the Cash Management Account, cash and its interest under any associated Hedging Transactions and the Transaction Documents; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates an Eligible Mortgage Loan under its good faith belief that such Eligible Mortgage Loan will become a Purchased Mortgage Loan. (g) It has not engaged and will not engage in any business other than the acquisition, ownership, financing and disposition of the Purchased Mortgage Loans and associated Hedging Transactions in accordance with the applicable provisions of the Transaction Documents; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates an Eligible Mortgage Loan under its good faith belief that such Eligible Mortgage Loan will become a Purchased Mortgage Loan. (h) It has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with Persons other than such Affiliate. (i) It has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) obligations under the Transaction Documents and the Mortgage Loan Documents and (B) unsecured trade payables, in an aggregate amount not to exceed $100,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Purchased Mortgage Loans; provided, however, that any such trade payables incurred by Seller shall be paid within 30 days of the date incurred. (j) It has not made and will not make any loans or advances to any other Person;, other than Eligible Mortgage Loans that are part of the Purchased Mortgage Loans, and shall not acquire obligations or securities of any member or any Affiliate of any member (other than other than Eligible Mortgage Loans that are part of the Purchased Mortgage Loans) or any other Person; provided, however, that Seller shall not be in breach of this provision to the extent that Seller acquires or originates an Eligible Mortgage Loan under its good faith belief that such Eligible Mortgage Loan will become a Purchased Mortgage Loan. (xk) It will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposeoperations; provided, transactions and liabilities; provided however, that the foregoing this shall not require any parent thereof equity party to make any additional contribute capital contributions to it;Seller. (xil) cause its partners, officers, agents and other representatives (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; (xii) maintain It will not commingle its funds and other assets with those of any of its Affiliates or any other Person. (m) It has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person;. (xiiin) allocate fairly It has not held and reasonably will not hold itself out to be responsible for the debts or obligations of any overhead expenses that are shared with an Affiliate, including for services performed by an employee of an Affiliate; andother Person. (xivo) It shall not amendtake, alter and shall not permit its members to take any of the following actions: (i) dissolve or change the terms liquidate, in whole or in part; (ii) consolidate or merge with or into any other entity or, except as permitted by this Agreement convey or transfer all or substantially all of its exempted limited partnership agreement properties and assets to any entity; (iii) without the affirmative unanimous consent of all the directors of the board of directors of Seller and each Independent Director, institute any proceeding to be adjudicated as bankrupt or LLC agreementinsolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition or answer or consent seeking reorganization or relief under the Bankruptcy Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) or Seller or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, or make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing; or (iv) allow Guarantor to withdraw as the case may besole equity owner of Seller. (p) It has conducted and shall conduct its business consistent with the requirements of being a Special-Purpose Entity. (q) It shall not have any employees. (r) It shall at all times maintain at least one Independent Director. For so long as the Seller’s obligations under this Agreement and the other Transaction Documents are outstanding, in Seller shall not take any material respect unless Administrative Agent consents thereto of the actions contemplated by Section 12(o) above (including when applicable without the foregoing provisions in this clause (j), the “Required SPV Provisions”affirmative vote of each Independent Director). (s) Upon request by Buyer, it shall promptly amend its formation, organizational and other governing documents to reflect the provisions of this Section 12.

Special Purpose Entity. Each of Unless otherwise consented to by Administrative Agent in writing, and except as expressly permitted by the Facility Documents, Borrower and General Partner shall: Pledgor shall comply with the Facility Documents, shall be Special Purpose Entities that shall (i) maintain its own separate books no assets, and records will not engage in any lines of business or activities, other than the assets and bank accounts; transactions specifically contemplated by the Facility Documents; (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including through guaranteeing any obligation), other than permitted under the use of separate stationary, signage and business cards); Facility Documents; (iii) file not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Borrower’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own tax returnsassets; (v) comply with the provisions of its organizational documents (except, if anywith respect to the certificate of formation, as may required by law); (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents, or suffer the same to be required under applicable lawamended, modified or otherwise changed, to be inconsistent with this Section 12(r) without Administrative Agent’s prior written consent (other than its certificate of formation, to the extent such amendment or modification is required by any Requirement of Law); (1vii) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) hold maintain all of its assets in its own name books, records and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its financial statements separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any Affiliates (except that such financial statement statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of any other PersonRequirement of Law; provided provided, that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after to the first fiscal quarter ending after the Closing Date extent required by GAAP (1) appropriate disclosure within the consolidated financial statements or footnotes thereto notation shall be made on such financial statements if prepared to indicate its the separateness of Borrower Party from such Affiliate and to indicate that its Borrower Party’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its Borrower Party’s own separate balance sheet; , if prepared and (vii3) pay Borrower Party shall file its own liabilities only out tax returns if filed, except to the extent consolidation is required or permitted under any Requirement of its own funds; Law); (viii) maintain an arm’s-length relationship with its Affiliates be, and enter into transactions with Affiliates only on at all times will hold itself out to the public as, a commercially reasonable basis legal entity separate and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or distinct from any other Affiliate transaction expressly permitted under this Agreemententity (including any Affiliate); (ix) , shall correct any known misunderstanding regarding its status as a separate identity and 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, other Person; than for the Asset Management Agreements and other transactions permitted or required by the Facility Documents, except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposepurposes, transactions and liabilities; provided provided, however, that the foregoing shall not require the direct or indirect partners or members of the Pledgor and any parent thereof Borrower to make any additional capital contributions or loans to it; any such Person; (xi) cause 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 partners, officers, agents properties and other representatives assets to any Person (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; except as contemplated herein); (xii) 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 funds properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (xiii) not institute against, or join any other Person in instituting against any Borrower Party, any proceedings of the 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; ; (xiiixiv) will not hold itself out to be responsible for the debts or obligations of any other Person; (xv) not form, acquire or hold any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead expenses that are for shared with an Affiliate, including for office space and services performed by an employee of an Affiliate; and (xivxvii) not amendpledge its assets to secure the obligations of any other Person other than pledges specifically contemplated by the Facility Documents; (xviii) not, alter or change without the terms prior unanimous written consent of all of its exempted limited partnership agreement or LLC agreementmembers and each Independent Manager, as the case may be, in take any material respect unless 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 thereto 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 provisions 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 clause (j), the “Required SPV Provisions”Section 12(r).

Special Purpose Entity. Each of Unless otherwise consented to by Administrative Agent in writing, and except as expressly permitted by the Facility Documents, Borrower and General Partner shall: Pledgor shall comply with the Facility Documents, shall be Special Purpose Entities that shall (i) maintain its own separate books no assets, and records will not engage in any lines of business or activities, other than the assets and bank accounts; transactions specifically contemplated by the Facility Documents; (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including through guaranteeing any obligation), other than permitted under the use of separate stationary, signage and business cards); Facility Documents; (iii) file not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Borrower’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own tax returnsassets; (v) comply with the provisions of its organizational documents (except, if anywith respect to the certificate of formation, as may required by law); (vi) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents, or suffer the same to be required under applicable lawamended, modified or otherwise changed, to be inconsistent with this Section 12(r) without Administrative Agent’s prior written consent (other than its certificate of formation, to the extent such amendment or modification is required by any Requirement of Law); (1vii) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) hold maintain all of its assets in its own name books, records and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its financial statements separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any Affiliates (except that such financial statement statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of any other PersonRequirement of Law; provided provided, that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after to the first fiscal quarter ending after the Closing Date extent required by GAAP (1) appropriate disclosure within the consolidated financial statements or footnotes thereto notation shall be made on such financial statements if prepared to indicate its the separateness of Borrower Party from such Affiliate and to indicate that its Borrower Party’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its Borrower Party’s own separate balance sheet; , if prepared and (vii3) pay Borrower Party shall file its own liabilities only out tax returns if filed, except to the extent consolidation is required or permitted under any Requirement of its own funds; Law); (viii) maintain an arm’s-length relationship with its Affiliates be, and enter into transactions with Affiliates only on at all times will hold itself out to the public as, a commercially reasonable basis legal entity separate and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or distinct from any other Affiliate transaction expressly permitted under this Agreemententity (including any Affiliate); (ix) , shall correct any known misunderstanding regarding its status as a separate identity and 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, other Person; than for the Asset Management Agreements and other transactions permitted or required by the Facility Documents, except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposepurposes, transactions and liabilities; provided provided, however, that the foregoing shall not require the direct or indirect partners or members of the Pledgor and any parent thereof Borrower to make any additional capital contributions or loans to it; any such Person; (xi) cause 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 partners, officers, agents properties and other representatives assets to any Person (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; except as contemplated herein); (xii) 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 funds properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (xiii) not institute against, or join any other Person in instituting against any Borrower Party, any proceedings of the 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; ; (xiiixiv) will not hold itself out to be responsible for the debts or obligations of any other Person; (xv) not form, acquire or hold any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead expenses that are for shared with an Affiliate, including for office space and services performed by an employee of an Affiliate; and (xiv) not amend, alter or change the terms of its exempted limited partnership agreement or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”).;

Special Purpose Entity. Each of The Borrower and General Partner the Lessee have each observed from its date of formation and shall, from and after the Closing Date (as defined in the Initial Collateral Agency Agreement), comply with the following requirements whereby it: (ia) has maintained (if any) and will maintain its own separate books and books, records and bank accounts; (iib) at all times has held itself and will hold itself out to the public and all other Persons as a legal entity separate from any other Person (except for services rendered on its behalf pursuant to a management, service, operation or maintenance agreement with respect to its Permitted Activities, so long as the applicable party holds itself out as acting as an agent on behalf of it) and shall not identify itself or any of its Affiliates as a division or department or part of the other; (c) has filed and will file its own tax returns (except to the extent that it (i) is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law or (ii) files a consolidated federal income tax return with another Person as may be permitted by applicable law); (d) has not and will not commingle its assets or funds with assets or funds of any other Person; (e) has conducted and will conduct its business solely Permitted Activities in its own name in or a manner not misleading trade name registered, licensed to other Persons as or trademarked (or subject to an application for trademark) by it (except for services rendered on its behalf pursuant to a management, service, operation or maintenance agreement with respect to its identity (including through Permitted Activities, so long as the use applicable party holds itself out as acting as an agent on behalf of separate stationary, signage it) and business cards); (iii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, has strictly complied and pay any taxes so required to be paid under applicable law; (iv) hold all of its assets in its own name and not commingle its assets with assets of any other Persons; (v) will strictly comply with all organizational formalities necessary to maintain its separate existence; (vif) maintain has maintained (if any) and will maintain, from and after the Closing Date (as defined in the Initial Collateral Agency Agreement), financial statements separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, Person and has not and will not have its assets listed as assets on any the financial statement statements of any other Person; provided that its that, (i) for so long as the ultimate parent entity of the Borrower and the Lessee is FTAI, such assets may also be listed under the “Jefferson Terminal” segment of the FTAI annual financial statements, (ii) if the ultimate parent entity of the Borrower and the Lessee is an entity other than FTAI but such entity’s annual financial statements contain a segment presentation substantially identical to FTAI’s “Jefferson Terminal” segment, such assets may also be listed under such segment and (iii) such assets may also be included in consolidated financial statements of one of its Affiliates, and provided further that for so long as (A) in any listing included in the annual financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date referenced in clause (1f)(i) appropriate disclosure within the or (ii) and/or in any consolidated financial statements or of the Borrower and the Lessee with any of their Affiliates, footnotes thereto shall be made are included to indicate its separateness from such Affiliate the effect that the Borrower and to indicate the Lessee are separate legal entities and that its their assets and credit are not available to satisfy the debts and debts, claims or other obligations of such Affiliate ultimate Parent entity, Affiliates or any other Person Person, and (2B) such the assets shall also be of the Borrower and the Lessee are listed on its own a separate balance sheetsheet within such annual or consolidated financial statements; (viig) has paid and intends to pay its own liabilities and expenses only out of its own fundsfunds and assets (as distinguished from the funds and assets of another Person) (provided that there exists sufficient cash flow available to it from the operation of its Permitted Activities to enable it to do so and, provided, further, that no Person shall be required to make any direct or indirect additional capital contributions or loans to it); (viiih) has maintained and will maintain an arm’s-arm’s length relationship with its Affiliates and, except for capital contributions and capital distributions permitted under the terms and conditions of its organizational documents and properly reflected in its books and records, not enter into transactions any transaction, contract or agreement with Affiliates only on a any Affiliate, except upon terms and conditions that are commercially reasonable basis and on terms substantially similar to those of that would be available on an arm’s-length transaction (basis with unaffiliated third parties, in each case, as reasonably determined by it being understood that it may enter into any contract or any other Affiliate transaction expressly permitted under this Agreement)in good faith and in accordance with Prudent Industry Practice; (ixi) has paid and intends to pay its own liabilities and expenses, including the salaries of its own employees and consultants, if any, only out of its own funds and assets (as distinguished from the funds and assets of another Person), (provided that there exists sufficient cash flow available to it from the operation of its Permitted Activities to enable it to do so and, provided, further, that no Person shall be required to make any direct or indirect additional capital contributions or loans to it) and maintain (or contract with a management company for) a sufficient number of employees in light of its contemplated business operation; (j) has not and will not assume or guarantee or become obligated for the debts or obligations of any other Person and has not and will not hold itself out to be responsible for or hold its credit or assets as being available to satisfy the debts or obligations of any other Person; (k) has allocated and will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including office space, services, property or assets; (l) has used and will use, to the extent reasonably necessary in the operation of its Permitted Activities, separate stationery, invoices, and checks bearing its own name or a trade name registered, licensed to or trademarked (or subject to an application for trademark) by it and not bearing the name of any other entity unless such entity is clearly designated as being the Borrower’s agent; (m) has not pledged and will not pledge its assets or credit for the benefit of any Affiliate and has not and will not incur any Indebtedness other than Permitted Indebtedness; (n) has corrected and will correct any known misunderstanding regarding its separate identity and not identify itself as a division of any other Personidentity; (xo) has maintained and intends to maintain adequate capital in light of its contemplated business purpose, transactions transactions, and liabilities; , provided that there exists sufficient cash flow available to it from the foregoing operation of its Permitted Activities to enable it to do so and, provided, further, that no Person shall not require any parent thereof be required to make any direct or indirect additional capital contributions or loans to it; (xip) has kept and will keep minutes of meetings of its Board of Managers and observe all other formalities of limited liability companies necessary to maintain its separate existence, and has not failed and will not fail to comply with the provisions of its organizational documents relating to bankruptcy remoteness or separateness, or amend, modify or otherwise change its organizational documents in any manner inconsistent with the covenants set forth in this Section 6.14; (q) has not acquired or held and will not acquire or hold any securities or evidence of indebtedness in any Affiliate or any other Person, other than Permitted Investments; (r) has not acquired or held and will not acquire or hold ownership interests in any Affiliate or any other Person other than, in the case of the Borrower, (i) its subsidiaries as of the Closing Date (as defined in the Initial Collateral Agency Agreement) and (ii) after the Closing Date (as defined in the Initial Collateral Agency Agreement), any of its subsidiaries that become guarantors of the Bond Obligations within 30 days of becoming a subsidiary of the Borrower; (s) has caused and will cause its partnersmanagers, officers, agents agents, and other representatives (including any director and/or officer on behalf of General Partner) to act at all times with respect to it times, consistently and in furtherance of the foregoing and in its the best interestsinterests of it; (xiit) be a limited liability company or, to the extent permitted pursuant to Section 6.16, corporation organized in the State of Delaware that has (i) at least one (1) Independent Manager and has not caused or allowed and will not cause or allow the manager of such entity to take any voluntary Major Action unless the Independent Manager shall have participated in such vote and (ii) at least one springing member that will become the member of such entity upon the dissolution of the existing member; (i) has been, is, and will be organized solely for the acquisition, ownership, holding, marketing, operation, management, maintenance, repair, replacement, renovation, restoration, improvement, design, development, construction, financing and/or the refinancing of facilities for the transport, loading, unloading and storage of petroleum products and activities related, supplemental or incidental to any of the foregoing (collectively, the “Permitted Activities”); (ii) has not leased, owned or acquired and will not lease, own or acquire any property or assets not used or useful in or cash generated by its Permitted Activities; and (iii) has not entered into and will not enter into any line of business or undertake or participate in activities other than Permitted Activities or terminate such business for any reason whatsoever; (v) has not merged into or consolidated and will not merge into or consolidate with any Person, or, to the fullest extent permitted by law, dissolve, terminate, liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets, other than in connection with a transfer permitted pursuant to Section 6.16 of this Agreement, or change its legal structure (which for the avoidance of doubt, shall not be deemed to include changes in the legal structure of any direct or indirect member, partner or Affiliate, including through the addition or removal of entities in the legal structure for the purpose of forming or collapsing a holding entity structure, to the extent such changes are not otherwise prohibited by this Agreement); (w) has not and will not permit any Affiliate or constituent party independent access to its bank accounts other than any manager acting pursuant to a management, service, operation or maintenance agreement, solely in its capacity as its agent under such agreement, and solely for its legitimate business purposes; (x) has not maintained and will not maintain its funds and assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (xiiiy) allocate fairly has not made and reasonably will not make any overhead expenses that are shared with an Affiliateloans or advances to any Person (other than deposits, including for services performed prepayments or advances to third parties in the ordinary course of business, including, without limitation, payments to contractors, subcontractors, suppliers or service providers in the ordinary course of business); (z) has not and will not have any of its obligations to holders of the Series 2021 Bonds (or Permitted Refinancing Indebtedness in respect thereof) or the Series 2024 Bonds (or Permitted Refinancing Senior Indebtedness in respect thereof) guaranteed by an employee of an Affiliate; and (xivaa) has not amendsought, alter effected or change permitted, and to the terms fullest extent permitted by law, will not seek, effect, or permit any Person to seek or effect, its liquidation, dissolution, winding up, division (whether pursuant to Section 18-217 of the Port Act or otherwise), liquidation, consolidation or merger, in whole or in part, into another entity or transfer all or substantially all of its exempted assets, and it has not been and will not be the product or subject of, or otherwise involved in. any limited partnership agreement liability company division (whether as a plan of division pursuant to Section 18-217 of the Port Act or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”otherwise).

Special Purpose Entity. Each Seller hereby represents and warrants to Buyer, and covenants with Buyer, that as of Borrower the date hereof and General Partner shallso long as any obligation under any of the Transaction Documents shall remain in effect that it shall be a Special-Purpose Entity and that: (ia) maintain it is and intends to remain solvent and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its own separate books and records and bank accountsassets e, provided, that the foregoing shall not require any Person to make any capital contribution to the Seller; (iib) at all times conduct it has complied and will comply with the provisions of its business solely in its own name in a manner not misleading to formation, organizational and other Persons as to its identity (including through the use of separate stationary, signage and business cards)governing documents; (iiic) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return it has done or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required caused to be paid under done and will do all things necessary to observe applicable law; (iv) hold all of entity formalities and to preserve its assets in its own name and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its separate existence; (vid) it has maintained and will maintain all of its books, records, financial statements and bank accounts separate financial statements, showing its assets and liabilities separate and apart from those of its Affiliates and any other Person, and not have its assets listed on any (except that such financial statement of any other Person; provided that its assets statements may be included in consolidated financial statements to the extent consolidation is required under GAAP or as a matter of one Requirements of its AffiliatesLaw; provided, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1) appropriate disclosure within the consolidated financial statements or footnotes thereto notation shall be made on such financial statements to indicate its the separateness of the Seller from such Affiliate and to indicate that its the Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its own separate balance sheet; (vii) pay its own liabilities only out of its own funds; (viii) maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or any other Affiliate transaction expressly permitted under this AgreementPerson); (ixe) it has filed and will file its own tax returns, except to the extent that it is permitted or required by law to file consolidated tax returns (or returns having a similar effect); (f) it has been, is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate); (g) it has corrected and shall correct any known misunderstanding regarding its status as a separate identity entity; (h) it has conducted and shall conduct business in its own name; (i) it has not and shall not identify itself or any of its Affiliates as a division or part of the other; (j) to the extent it at any time uses separate stationary, invoices and checks, to use the same bearing its own name (it being understood, however, and agreed that the Seller and its Affiliates are externally managed organizations); (k) it will allocated fairly and reasonably any overhead for shared office space and for services performed by, or any employees of, any Affiliate; (l) it has not owned and will not own any property or any other assets other than Purchased Assets, cash its interest under any associated Hedging Transactions, the Transaction Documents, the Cash Management Account and incidental personal property sufficient for the acquisition and servicing of such assets, and assets that were previously Purchased Assets subsequent to their repurchase in accordance herewith and prior to their transfer to any Affiliate or other Person for any reasonable period necessary to effect such transfer; (m) it has not engaged and will not engage in any business other than the acquisition, ownership, financing and disposition of Purchased Assets in accordance with the applicable provisions of the Transaction Documents, and entering into Hedging Transactions and servicing agreements under and in accordance therewith; (n) it has not entered into, and will not enter into, any contract or agreement with any of its Affiliates, except (i) upon terms and conditions that commercially reasonable and to those that would be available on an arm’s-length basis with Persons other than such Affiliate, (ii) the Mortgage Loan Purchase Documents, and (iii) agreements similar to the Mortgage Loan Purchase Documents necessary to transfer to any Affiliate any assets that were previously Purchased Assets subsequent to their repurchase in accordance herewith; (o) it has not incurred and will not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than (A) those normal and incidental to the acquisition, ownership, financing and disposition of Purchased Assets, (B) obligations under the Transaction Documents (C) obligations under Hedging Transactions, the Servicing Agreement, and the Mortgage Loan Purchase Documents, and (D) unsecured trade payables, in an aggregate amount not to exceed $100,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of Purchased Assets; provided, however, that any such trade payables incurred by Seller shall be paid within sixty (60) days of the date incurred; (p) it has not made and will not make any loans or advances to any other Person, other than Eligible Assets which are, have been or will be part of the Purchased Assets, and any advances under, or applications of proceeds or any reserves maintained in respect of such Eligible Assets to the extent required or permitted by the applicable Purchased Asset Documents with respect thereto; (q) it has not and shall not acquire obligations or securities of any member or any Affiliate of any member (other than Eligible Assets which are part of the Purchased Assets or in connection with the transfer of such Eligible Assets to or by the Seller in accordance herewith) or any other Person; (xr) it will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposeoperations; provided, transactions and liabilities; provided however, that the foregoing shall not require or any parent thereof Person to make any additional capital contributions contribution to itSeller; (xi) cause its partners, officers, agents and other representatives (including any director and/or officer on behalf of General Partners) to act at all times with respect the fullest extent permitted by law, it will not seek its dissolution, liquidation or winding up, in whole or in part, or permit or suffer any consolidation or merger to which it consistently and in furtherance of the foregoing and in its best interestsis a party to occur; (xiit) maintain except pursuant to the Transaction Documents, it will not commingle its funds and other assets with those of any of its Affiliates or any other Person; (u) it has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person; (xiiiv) allocate fairly it has not held and reasonably will not hold itself out to be responsible for the debts or obligations of any overhead expenses other Person, or hold out its credit as being available to satisfy the obligations of any other Person, nor has it or will it assume or guarantee or become obligated for the debts of any other Person; (w) it shall not take, and shall not permit any member or manager to cause Seller to (i) dissolve or liquidate, in whole or in part; (ii) consolidate or merge with or into any other entity; (iii) without the affirmative unanimous consent of all members and the Independent Director, institute or cause to be instituted any proceeding to be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against Seller, or file a petition or answer or consent seeking reorganization or relief on behalf of Seller under the Bankruptcy Code or consent to the filing of any such petition or to the appointment of a receiver, rehabilitator, conservator, liquidator, assignee, trustee or sequestrator (or other similar official) of Seller or of any substantial part of its property, or order the winding up or liquidation of Seller’s affairs, or make or cause Seller to make an assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any action in furtherance of any of the foregoing; (iv) without the prior written consent of Buyer, which consent shall not be unreasonably withheld, amend or suffer or permit the amendment of the formation, organizational or other governing documents of Seller; or (v) allow Benefit Street Partners Realty Operating Partnership, L.P. to withdraw as the sole equity owner of Seller unless it is replaced by another wholly owned (directly or indirectly) Affiliate of Guarantor; (x) it has conducted and shall conduct its business consistent with the requirements of being a Special-Purpose Entity; (y) it shall not maintain any employees, but the foregoing shall not limit the Seller from maintaining and providing, and it shall maintain or provide, for the services of a sufficient number of personnel or other Persons to perform services on behalf of the Seller to carry on Seller’s contemplated business operations in accordance herewith (it being understood and agreed that Seller and its Affiliates are shared with an Affiliate, including for services performed by an employee of an Affiliateexternally managed organizations); and (xivz) not amend, alter or change the terms of its exempted limited partnership agreement or LLC agreement, It shall at all times maintain at least one Independent Director. For so long as the case may beSeller’s obligations under this Agreement and the other Transaction Documents are outstanding, in Seller shall not take any material respect unless Administrative Agent consents thereto of the actions contemplated by Section 12(w) above (including when applicable without the foregoing provisions in this clause (j), the “Required SPV Provisions”affirmative vote of such Independent Director).

Special Purpose Entity. Each (a) The Company shall be a special purpose entity and, except as required by the holder of Borrower and General Partner shallthe First Mortgage or any other mortgage lender to the Company, shall comply with the following: (i) maintain its own separate books and records and bank accountsbooks of account separate from those of any other Person; (ii) at all times conduct its business solely maintain financial statements separate from those of any other Person (except that the Company may be included in its own name in a manner not misleading to other Persons as to its identity (including through the use consolidated financial statements of separate stationary, signage and business cardsanother Person where required by GAAP); (iii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) hold except for certain overhead and transaction costs that are allocated on a reasonable basis among the Company and certain of its Affiliates and specifically identified on the Annual Budget, pay its own liabilities from its own funds and pay the salaries of its own employees, if any; (v) participate in the fair and reasonable allocation of any and all overhead expenses and other common expenses for facilities, goods or services provided to multiple entities (which allocation shall be specifically identified in §6.3(b) or on the Annual Budget); (vi) except as otherwise agreed, deal with its Affiliates only on a basis which is equivalent to the way it would deal with independent third parties and maintain an arms’ length relationship with any other parties furnishing services to it; (vii) use invoices and checks separate from any of its Affiliates; (viii) deposit all of its funds in checking accounts, savings accounts, time deposits or certificates of deposit in its own name or invest such funds in its own name; (ix) observe all limited liability company formalities necessary to maintain its identity as an entity separate and distinct from its Affiliates; (x) hold itself out as a separate and distinct entity from any other Person; (xi) hold title to its assets in its own name and not commingle its assets with assets of any other Personsname; (vxii) strictly comply with all organizational formalities conduct its business in its own name or under such trade name as will not be reasonably likely to maintain cause confusion as to its separate existence;; and (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1) appropriate disclosure within the consolidated financial statements or footnotes thereto shall be made to indicate its separateness from such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its own separate balance sheet; (vii) pay its own liabilities only out of its own funds; (viii) maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or any other Affiliate transaction expressly permitted under this Agreement); (ixxiii) correct any known misunderstanding regarding its separate identity and not identify itself as a division of any other Personidentity; (xxiv) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it; (xi) cause its partners, officers, agents and other representatives (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; (xii) maintain commingle its funds and or other assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from with those of any other Person; (xiiixv) not guarantee or become obligated for the debts of any other Person or hold its credit as being available to satisfy the obligations of any other Person; provided, however, that this provision shall not be deemed to prohibit customary joint and several obligations and any indemnification and contribution agreements entered into in the ordinary course of business of the Company; (xvi) not pledge any of its assets for the benefit of any other Person; (xvii) to the fullest extent permitted by law, not engage in any dissolution, liquidation, consolidation, merger, asset sale or transfer of ownership interests, except as otherwise permitted hereunder; (xviii) not acquire obligations or securities of its Affiliates or Members; (xix) not make any loans to any other Person; (xx) not identify any of the Members or any of its Affiliates as a division or part of it or itself as a division or part of any of them; (xxi) not take any action in contravention of the limitations on powers set forth in its organizational or formation documents; (xxii) not engage (either as transferor or transferee) in any material transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arm’s length transactions with unaffiliated parties (which transactions shall be specifically identified on the Annual Budget), or engage in any transaction with any Affiliate involving any intent to hinder, delay or default any entity; or (xxiii) not engage in any business activity other than as permitted by this Agreement. (b) Notwithstanding any provision hereof to the contrary, the following shall govern: For so long as the First Mortgage exists on any portion of the Property, in order to preserve and ensure its separate and distinct identity, in addition to the other provisions set forth in this Agreement, the Company shall conduct its affairs in accordance with the following provisions: (i) It shall allocate fairly and reasonably any overhead expenses that are for shared office space. (ii) It shall maintain separate records and books of account from those of any affiliate. (iii) It shall not commingle assets with those of any affiliate. (iv) It shall conduct its own business in its own name. (v) It shall maintain financial statements separate from any affiliate. (vi) It shall pay any liabilities out of its own funds, including salaries of any employees, not funds of any affiliate. (vii) It shall maintain an arm’s length relationship with any affiliate. (viii) It shall not guarantee or become obligated for the debts of any other Person, including any affiliate or hold out its credit as being available to satisfy the obligations of others. (ix) It shall use invoices and checks separate from any affiliate. (x) It shall not pledge its assets for the benefit of any other entity, including any affiliate. (xi) It shall hold itself out as an entity separate from any affiliate. (xii) It shall at all times have a special purpose corporate Member with an Affiliate, including for services performed by an employee Independent Director. For purposes solely of an Affiliate; and (xiv) not amend, alter or change the terms of its exempted limited partnership agreement or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (jSection 5.4(b), the “Required SPV Provisions”).following terms shall have the following meanings:

Special Purpose Entity. Each Unless otherwise consented to by the Buyer in writing, and except as permitted by the Facility Documents, the Sellers shall be Special Purpose Entities that shall (a) own no assets, and will not engage in any business, other than the assets and transactions specifically contemplated by the Facility Documents; (b) 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; (c) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of Borrower the Sellers’ Affiliates; (d) pay its debts and General Partner shall: liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (e) comply with the provisions of its organizational documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent which shall not be unreasonably withheld; (g) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be consolidated with Guarantor’s or as a matter of applicable law; provided, that (i) maintain its own separate books and records and bank accounts; (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity (including through the use of separate stationary, signage and business cards); (iii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) hold all of its assets in its own name and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1) appropriate disclosure within the consolidated financial statements or footnotes thereto notation shall be made on such financial statements if prepared to indicate its the separateness of the Sellers from such Affiliate Affiliates and to indicate that its Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Affiliate Affiliates or any other Person and (2ii) such assets shall also be listed on its the Sellers’ own separate balance sheet; sheet if prepared and (viiiii) pay its the Sellers shall file their own liabilities only tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (h) be, and at all times will hold itself out of its own funds; (viii) maintain an arm’s-length relationship with its Affiliates to the public as, a legal entity separate and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or distinct from any other Affiliate transaction expressly permitted under this Agreemententity (including any Affiliate); (ix) , shall correct any known misunderstanding regarding its status as a separate identity and 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; (i) not enter into any other Person; transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (xj) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing (k) 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); (l) not commingle its funds or other assets with those of any Affiliate or any other Person and shall not require any parent thereof to make any additional capital contributions to it; (xi) cause its partners, officers, agents and other representatives (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; (xii) maintain its funds properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (m) not institute against, or join any other Person in instituting against the Sellers, 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; ; (xiiio) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (p) use separate stationery, invoices and checks bearing its own name; (q) allocate fairly and reasonably any overhead expenses that are for shared with an Affiliate, including for office space and services performed by an employee of an Affiliate; and and (xivr) not amend, alter or change pledge its assets to secure the terms obligations of its exempted limited partnership agreement or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”)other Person.

Special Purpose Entity. Each of The Borrower and General Partner shall:will not (nor has it taken any such action in the past): (i) maintain its own separate books engage in any business or activity other than the purchase and records receipt of Receivables and bank accountsrelated assets under the Second Tier Purchase Agreement, the pledge of Receivables and related assets under the Basic Documents and such other activities as are incidental thereto; (ii) acquire or own any material assets other than (A) the Receivables and related assets under the Second Tier Purchase Agreement, (B) incidental property as may be necessary for the operation of the Borrower and (C) cash generated from the foregoing; LEGAL02/4049656702/41783784v137 LEGAL02/40496567v15 LEGAL02/41254404v5 LEGAL02/42659188v3 (iii) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure, without in each case first obtaining the Administrative Agent’s consent (acting at all times the direction of the Required Lenders); (iv) elect for the Borrower to be treated, or otherwise knowingly take any action that reasonably could cause Borrower to become taxable, as a corporation for U.S. federal income tax purposes; (v) fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, or without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), amend, modify, terminate, fail to comply with the provisions of its Formation Documents or fail to observe corporate formalities; (vi) own any Subsidiary or make any Investment in any Person, or own any equity interest in any other entity, without the consent of the Administrative Agent (acting at the direction of the Required Lenders), except for the 2021-1C SUBI Certificate with respect to the Trust; (vii) commingle its assets with the assets of any of its Affiliates, or of any other Person, except to the extent contemplated by this Agreement; (viii) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or under any other Basic Document or in conjunction with a repayment of the Aggregate Unpaids, except for trade payables in the ordinary course of its business, provided that such debt is not evidenced by a note and paid when due; (ix) become not Solvent or generally fail to pay its debts and liabilities from its assets as the same shall become due; (x) fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person; provided, however, that the Borrower may be included in Regional Management’s consolidated financial statements for Tax and reporting purposes; (xi) seek its dissolution or winding up, in whole or in part; (xii) enter into any contract or agreement with any of its principals or Affiliates or any other Person, except as contemplated by this Agreement upon terms and conditions that are commercially reasonable and intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than its Affiliates; (xiii) fail to correct any known misunderstandings regarding the separate identity of the Borrower from any principal or Affiliate thereof or from any other LEGAL02/4049656702/41783784v137 LEGAL02/40496567v15 LEGAL02/41254404v5 LEGAL02/42659188v3 Person; (xiv) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person; (xv) make any loan or advances to any third party, including any principal or Affiliate, or hold evidence of Indebtedness issued by any other Person (other than Permitted Investments and Contracts); (xvi) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business solely in its own name in a manner order not misleading (A) to other Persons mislead others as to its the identity with which such other party is transacting business, or (B) to suggest that it is responsible for the debts of any third party (including through the use any of separate stationary, signage and business cardsits principals or Affiliates); (iiixvii) file fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its own tax returns, if any, as may be required under applicable law, to the extent (1) not part size and character and in light of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable lawits contemplated business operations; (ivxviii) hold all of its assets in its own name and not commingle its assets with assets file or consent to the filing of any other Personspetition, either voluntary or involuntary, to take advantage of any applicable Insolvency Laws or make an assignment for the benefit of creditors; (vxix) strictly comply with all organizational formalities to maintain hold itself out as or be considered as a department or division of (A) any of its separate existenceprincipals or Affiliates, (B) any Affiliate of a principal or (C) any other Person; (vixx) permit any transfer (whether in any one or more transactions) of a direct or indirect ownership interest in the Borrower unless the Borrower delivers to the Administrative Agent and each Lender an acceptable non-consolidation opinion; (xxi) fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not or have its assets listed on any the financial statement of any other Person; provided provided, however, that its assets the Borrower may be included in Regional Management’s consolidated financial statements of one of its Affiliates, for Tax and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1) appropriate disclosure within the consolidated financial statements or footnotes thereto shall be made to indicate its separateness from such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its own separate balance sheetreporting purposes; (viixxii) fail to pay its own liabilities and expenses only out of its own funds; (viiixxiii) maintain an arm’s-length relationship with fail to pay or cause to be paid the salaries of its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or any other Affiliate transaction expressly permitted under this Agreement); (ix) correct any known misunderstanding regarding its separate identity and not identify itself as a division of any other Person; (x) maintain adequate capital own employees, if applicable, in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to itoperations; (xixxiv) cause acquire obligations or securities of its partners, officers, agents and other representatives (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interestsAffiliates or stockholders; (xiixxv) maintain its funds and assets in such a manner that it will not be costly or difficult fail to segregate, ascertain or identify its individual assets from those of any other Person; (xiii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by an any employee of an Affiliate; LEGAL02/4049656702/41783784v137 LEGAL02/40496567v15 LEGAL02/41254404v5 LEGAL02/42659188v3 (xxvi) fail to use separate invoices and checks bearing its own name; (xxvii) pledge its assets for the benefit of any other Person, other than with respect to payment of the Indebtedness to the Secured Parties hereunder; (xxviii) fail at any time to have at least one Independent Manager on its board of managers; provided, however, such Independent Manager may be an independent director or manager of another special purpose entity affiliated with Regional Management; (xxix) fail to provide that the unanimous consent of all managers of the Borrower (including the consent of the Independent Manager) is required for the Borrower to (A) dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or not Solvent, (B) institute or consent to the institution of bankruptcy or Insolvency Proceedings against it, (C) file a petition seeking or consent to reorganization or relief under any Insolvency Law, (D) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Borrower, (E) make any assignment for the benefit of the Borrower’s creditors, (F) admit in writing its inability to pay its debts generally as they become due or (G) take any action in furtherance of any of the foregoing, and shall not make any decisions on any such actions during any period in which there is a vacancy in the Independent Manager position (except with respect to decisions as to the selection of an Independent Manager to fill such vacancy); (xxx) replace or appoint any Person as an Independent Manager of the Borrower (A) who does not satisfy the definition of an Independent Manager and (B) with less than ten days’ prior written notice to the Administrative Agent and each Lender and without an Officer’s Certificate of Regional Management that the prospective Independent Manager satisfies the definition of an Independent Manager; (xxxi) (A) amend, restate, supplement or otherwise modify its Formation Documents in any respect that would impair its ability to comply with the Basic Documents or (B) fail to require in its limited liability company agreement that no Independent Manager may be replaced or appointed with less than ten days’ prior written notice to the Administrative Agent and each Lender and a certification by Regional Management that the prospective Independent Manager satisfies the definition of an Independent Manager; and (xivxxxii) not amend, alter take or change the terms of its exempted limited partnership agreement or LLC agreementrefrain from taking, as applicable, each of the case may beactivities specified in the non-consolidation opinion of ▇▇▇▇▇▇ & Bird, in any material respect unless Administrative Agent consents thereto (LLP, dated the foregoing provisions in this clause (j)Closing Date, upon which the “Required SPV Provisions”)conclusions expressed therein are based.

Special Purpose Entity. Each of Borrower and General Partner shall:will comply with the following provisions (the “Required LLC Provisions”): (i) maintain its own separate books and records and bank accounts; (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity (including through the use of separate stationary, signage and business cards); (iii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns other than with respect to the Guarantor and its Subsidiaries or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) hold all of its assets in its own name and not commingle its assets with assets of any other PersonsPersons and hold all of its assets in its own name; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its the Borrower’s assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1A) appropriate disclosure within the consolidated financial statements or footnotes thereto shall be made to indicate its the separateness of the Borrower from such Affiliate and to indicate that its the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2B) such assets shall also be listed on its the Borrower’s own separate balance sheet; (vii) pay its own liabilities (other than Tax liabilities) only out of its own funds; (viii) maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar to those of an arm’s-length transaction (it being understood that except to the extent it may enter into any contract or any other Affiliate transaction expressly permitted under this Agreement); (ix) correct any known misunderstanding regarding its separate identity and not identify itself as a division of any other Person; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it;the Borrower; and (xi) to the fullest extent permitted by Law, cause its partnersthe directors, officers, agents and other representatives (including any director and/or officer on behalf of General Partner) the Borrower to act at all times with respect to it the Borrower consistently and in furtherance of the foregoing and in its the best interests; (xii) maintain its funds and assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those interests of any other Person; (xiii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for services performed by an employee of an Affiliate; and (xiv) not amend, alter or change the terms of its exempted limited partnership agreement or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”)Borrower.

Special Purpose Entity. Each of Borrower and General Partner shall: Seller shall (i) maintain its own separate books and records and bank accounts; accounts (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity (including through except that, for accounting and reporting purposes, the use of separate stationary, signage and business cards); (iii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) hold all of its assets in its own name and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets Seller may be included in the consolidated financial statements of one an equity owner of its Affiliates, and the Seller in accordance with GAAP) provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1A) appropriate disclosure within the notation shall be made on such consolidated financial statements or footnotes thereto shall be made to indicate its the separateness of the Seller from such Affiliate and to indicate that its the Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2B) such assets shall also be listed on its the Seller’s own separate balance sheet; ); (viiii) at all times hold itself out to the public 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; ; (viiivii) maintain an arm’s-arm’s length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis the Member and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or any other Affiliate transaction expressly permitted under this Agreement); 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) correct allocate fairly and reasonably, and pay its share of, any known misunderstanding regarding its separate identity overhead expenses and not identify itself as a division of any other Person; common expenses for shared office space and facilities, goods or services provided to multiple entities; (xxi) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it; (xi) cause its partners, officers, agents and other representatives (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; (xii) observe all limited liability company formalities necessary to maintain its funds separate identity as an entity separate and distinct from the Member and all of its other Affiliates; (xiii) hold title to its assets in such 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 manner consolidated return or returns or (2) not treated as a division of another taxpayer or a disregarded entity for tax purposes), and pay any taxes so required to be paid under applicable law; (xix) not assume or guarantee or become obligated for the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person; provided, however, that it will this provision shall not be costly deemed to prohibit indemnification and contribution agreements by the Company and its Affiliates entered into under the LLC Agreement, or difficult (to segregatethe extent not prohibited under the Facility Agreements) commercially reasonable indemnification obligations incurred in the ordinary course of business of the Company; (xx) not fail to correct any known misunderstanding regarding its separate identity; (xxi) not except as otherwise contemplated under the Facility Agreements, ascertain commingle its funds or identify its individual other assets from with those of any other Person; ; (xiiixxii) allocate fairly and reasonably not acquire obligations or securities of its Members; (xxiii) not pledge any overhead expenses that are shared with an Affiliateof its assets for the benefit of any other Person, including 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 its Members or any of its Affiliates as a division or part of it (except for services performed by an employee inclusion in consolidated financial statements of an Affiliateequity owner); and (xivxxvi) not amend, alter engage (either as transferor or change the terms of its exempted limited partnership agreement or LLC agreement, as the case may be, transferee) in any material respect unless Administrative Agent consents thereto transaction with any Affiliate other than for fair value and on terms similar to those obtainable in arms-length transactions with unaffiliated parties, or engage in any transaction with any Affiliate involving any intent to hinder, delay or defraud any entity; (xxvii) not have or create any subsidiaries, or hold any equity interest in any other Person and (xxviii) except as provided in the foregoing provisions Facility Agreements, deposit all of its funds in this clause checking accounts, savings accounts, time deposits or certificates of deposit in its own name. The Member will (j), i) observe all customary formalities necessary to maintain its identity as an entity separate and distinct from the “Required SPV Provisions”)Seller; (ii) hold itself out as a separate and distinct entity from the Seller and not identify the Seller as a division of the Member; (iii) maintain its books and records and bank accounts separate from the Seller; and (iv) hold its assets in its own name.

Special Purpose Entity. Each of Borrower and General Partner shall: (a) At any time when any Mortgage Loan shall be outstanding, the Company (i) maintain its own separate books and records and bank accounts; shall not engage in any business unrelated to the business of the Subsidiary, (ii) at all times conduct its business solely in its own name in a manner shall not misleading to have any assets other Persons as than those related to its identity (including through interest in the use of separate stationarySubsidiary, signage and business cards); or any indebtedness other than any indebtedness expressly permitted under the Mortgage Loan Documents, (iii) file its own tax returnsshall have books, if anyrecords, as may be required under applicable lawaccounts, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) hold all of its assets in its own name and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements, showing its assets stationery, invoices and liabilities checks that are separate and apart from those of all other Persons, (iv) shall be subject to and comply with all of the limitations on powers and separateness requirements set forth herein, (v) shall hold itself out as being a Person separate and apart from all other Persons, conduct its business in its own name and exercise reasonable efforts to correct any known misunderstanding actually known to it regarding its separate identity, (vi) shall not commingle its funds or assets with those of any other Person, and (vii) will maintain an arm's length relationship with its Affiliates, (viii) shall not have guarantee or otherwise obligate itself with respect to the debts of any other Person or hold out its assets listed on any financial statement credit as being available to satisfy the obligations of any other Person; , except as provided that in the Mortgage Loan Documents, (ix) shall not pledge its assets may be included in consolidated financial statements for the benefit of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1) appropriate disclosure within the consolidated financial statements or footnotes thereto shall be made to indicate its separateness from such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its own separate balance sheet; (vii) pay its own liabilities only out of its own funds; (viii) maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar or make any loans or advances to those of an arm’s-length transaction (it being understood that it may enter into any contract or any other Affiliate transaction expressly permitted under this Agreement); (ix) correct any known misunderstanding regarding its separate identity and not identify itself as a division of any other Person; , except as provided in the Mortgage Loan Documents, (x) shall maintain adequate capital in light of its contemplated business purposepurposes, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it; (xi) cause shall pay its partnersown liabilities out of its own funds and reasonably allocate any overhead for shared office space, officers, agents and other representatives (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; (xii) shall maintain a sufficient number of employees in light of its funds and assets in such a manner that it will not be costly or difficult to segregatecontemplated business operations, ascertain or identify its individual assets from those of any other Person; (xiii) allocate fairly shall observe all applicable limited liability company formalities in all material respects, and reasonably any overhead expenses that are shared with an Affiliate, including for services performed by an employee of an Affiliate; and (xiv) shall not amendhave the power or authority to, alter and shall not: (1) dissolve, liquidate, consolidate, merge or change (except as permitted by the terms Mortgage Loan Documents) sell all or substantially all of its exempted limited partnership agreement the Company's assets; or (2) amend or LLC agreement, as modify the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in of this clause (j), the “Required SPV Provisions”)Section.

Special Purpose Entity. Each of Unless otherwise consented to by the Administrative Agent in writing, and except as expressly permitted by the Facility Documents, the Borrower and General Partner shall: the Pledgor shall comply with the Facility Documents, shall not modify, amend or terminate their organizational documents and, shall be Special Purpose Entities, that shall (i) maintain its own separate books no material assets, and records will not engage in any lines of business or activities, other than the assets and bank accounts; transactions specifically contemplated by the Facility Documents; (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including through guaranteeing any obligation), other than permitted under the use of separate stationary, signage and business cards); Facility Documents; (iii) file not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of its Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own tax returnsassets; (v) comply with the provisions of its organizational documents (except, if anywith respect to the certificate of formation as required by law); (vi) do all things necessary to observe organizational formalities and to preserve its existence, as may and not amend, modify or otherwise change its organizational documents, or suffer the same to be required under applicable lawamended, modified or otherwise changed, without the Administrative Agent’s prior written consent (other than its certificate of formation, to the extent such amendment or modification is required by any Requirement of Law) which shall not be unreasonably conditioned, withheld or delayed; (1vii) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) hold maintain all of its assets in its own name books, records and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its financial statements separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any Affiliates (except that such financial statement statements may be consolidated with an Affiliate to the extent consolidation is required under GAAP or as a matter of any other PersonRequirement of Law; provided provided, that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after to the first fiscal quarter ending after the Closing Date extent required by GAAP (1) appropriate disclosure within the consolidated financial statements or footnotes thereto notation shall be made on such financial statements if prepared to indicate its the separateness of such Borrower Party from such Affiliate and to indicate that its such Borrower Party’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its such Borrower Party’s own separate balance sheet; , if prepared and (vii3) pay such Borrower Party shall file its own liabilities only out tax returns if filed, except to the extent consolidation is required or permitted under any Requirement of its own funds; Law); (viii) maintain an arm’s-length relationship with its Affiliates be, and enter into transactions with Affiliates only on at all times will hold itself out to the public as, a commercially reasonable basis legal entity separate and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or distinct from any other Affiliate transaction expressly permitted under this Agreemententity (including any Affiliate); (ix) , shall correct any known misunderstanding regarding its status as a separate identity and 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 other Person; transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction, except as contemplated hereunder; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business purposepurposes, transactions and liabilities; provided provided, however, that the foregoing shall not require any parent thereof the direct or indirect partners, members or beneficial owners, as applicable, of Pledgor or Borrower to make any additional capital contributions or loans to it; the Pledgor or the Borrower; (xi) cause 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 partners, officers, agents properties and other representatives assets to any Person (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; except as contemplated herein); (xii) 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 funds properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (xiii) not institute against, or join any other Person in instituting against any Borrower Party, any proceedings of the 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; (xiii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for services performed by an employee of an Affiliate; and (xiv) not amendhold itself out to be responsible for the debts or obligations of any other Person except as contemplated under the Facility Documents; (xv) not form, alter acquire or change hold any equity interest in any other entity (other than the terms Pledgor’s ownership of the Capital Stock of the Borrower); (xvi) [reserved]; (xvii) not pledge its assets to secure the obligations of any other Person other than pledges specifically contemplated by the Facility Documents; (xviii) not, without the prior unanimous written consent of all of its exempted limited partnership 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 LLC agreementany 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 case may besole 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 any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”)Borrower.

Special Purpose Entity. Each of The Borrower and General Partner shallthe Intermediate SPE will be special purpose entities whose primary activities are restricted in their limited liability company agreements to: (i) purchasing or otherwise acquiring from the Originators (in the case of the Intermediate SPE) or from the Intermediate SPE (in the case of the Borrower), owning, holding, collecting, granting security interests or selling interests in the Collateral, (ii) entering into agreements for the selling, servicing and financing of the Receivables Pool (including the Transaction Documents) and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities. At all times since its formation, each of the Borrower and the Intermediate SPE: (i) maintain its own has held and shall hold itself out to the public as a legal entity separate books and records and bank accountsdistinct from any other Person; (ii) at all times has conducted and shall conduct its business solely in its own name in a manner not misleading to other Persons as to its identity (including through the use of separate stationary, signage and business cards)name; (iii) file has corrected and shall correct any known misunderstanding regarding its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable lawseparate identity; (iv) has not and shall not identify itself or any of its affiliates as a division or department of any other Person; (v) has held and shall hold all of its assets solely in its own name name; (vi) has not commingled and will not commingle its assets with assets those of any other PersonsPerson, including its member, directors or officers; (vvii) strictly comply with all organizational formalities to has maintained and shall maintain its separate existence; (vi) maintain separate records, books of account, bank accounts, financial statements, showing its assets accounting records and liabilities other entity documents separate and apart from those of any other Person, ; (viii) has not and shall not have list its assets listed as assets on any the financial statement of any other Person; provided that its , provided, however, the special purpose entity’s assets may be included in a consolidated financial statements of one statement of its Affiliates, and affiliate provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1A) appropriate disclosure within the consolidated financial statements or footnotes thereto notation shall be made on such consolidated financial statement to indicate its the separateness of the special purpose entity from such Affiliate affiliate and to indicate that its the special purpose entity’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate affiliate or any other Person and (2B) such assets shall also be listed on its the special purpose entity’s own separate balance sheet; (viiix) has maintained and shall maintain a sufficient number of employees (if any) in light of its contemplated business operations; (x) has paid and shall pay the salaries of its own liabilities only out of employees, if any, solely from its own funds; (viiixi) maintain an arm’s-length relationship with its Affiliates has not held itself out and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar will not hold itself out as having agreed to those of an arm’s-length transaction (it being understood that it may enter into pay indebtedness incurred by any contract or any other Affiliate transaction expressly permitted under this Agreement)Person; (ixxii) correct has not guaranteed and will not guarantee or become obligated for the debts or obligations of any known misunderstanding regarding its separate identity other Person, and has not identify held and will not hold itself out as a division being responsible for the debts or obligations of any other Person; (xxiii) maintain adequate capital in light not held out the assets or credit of any other Person or any affiliate and will not hold out the assets or credit of any other Person or any affiliate as being available to satisfy any of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to itdebts or obligations; (xixiv) cause has allocated and shall allocate fairly and reasonably shared expenses with its partnersaffiliates (including, officerswithout limitation, agents and other representatives (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interestsshared office space); (xiixv) has used and shall use separate stationery, invoices and checks bearing its own name; (xvi) has not maintained and shall not maintain its funds and assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (xiiixvii) allocate fairly has not pledged and reasonably shall not pledge its assets or credit for the benefit of any overhead expenses other Person; (xviii) has filed and shall file its own tax return separate from those of any other Person, except to the extent that are shared with an Affiliatethe special purpose entity is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law, including for services performed by an employee and has paid and shall pay any taxes required to be paid under applicable law solely from its own funds; (xix) has not acquired and shall not acquire obligations or securities of an Affiliateits managers, members or affiliates, as applicable; and (xivxx) has not amendentered into and shall not enter into a contract, alter or change the terms of its exempted limited partnership agreement or LLC agreementtransaction with any member, as manager, guarantor or affiliate of the case may bespecial purpose entity or any member, manager, guarantor or affiliate thereof, except in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j)ordinary course of business and on terms which are intrinsically fair, the “Required SPV Provisions”)commercially reasonable and substantially similar to those of an arm’s-length transaction with an unrelated third party.

Special Purpose Entity. Each of Borrower and General Partner shall:will comply with the following provisions (the “Required LLC Provisions”): (i) maintain its own separate books and records and bank accounts; (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity (including through the use of separate stationary, signage and business cards); (iii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns other than with respect to the Guarantor and its Subsidiaries or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) hold all of its assets in its own name and not commingle its assets with assets of any other PersonsPersons and hold all of its assets in its own name; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its the Borrower’s assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1A) appropriate disclosure within the consolidated financial statements or footnotes thereto shall be made to indicate its the separateness of the Borrower from such Affiliate and to indicate that its the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2B) such assets shall also be listed on its the Borrower’s own separate balance sheet;; US-DOCS\101836689.12 (vii) pay its own liabilities (other than Tax liabilities) only out of its own funds; (viii) maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar to those of an arm’s-length transaction (it being understood that except to the extent it may enter into any contract or any other Affiliate transaction expressly permitted under this Agreement); (ix) correct any known misunderstanding regarding its separate identity and not identify itself as a division of any other Person; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it;the Borrower; and (xi) to the fullest extent permitted by Law, cause its partnersthe directors, officers, agents and other representatives (including any director and/or officer on behalf of General Partner) the Borrower to act at all times with respect to it the Borrower consistently and in furtherance of the foregoing and in its the best interests; (xii) maintain its funds and assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those interests of any other Person; (xiii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for services performed by an employee of an Affiliate; and (xiv) not amend, alter or change the terms of its exempted limited partnership agreement or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”)Borrower.

Special Purpose Entity. Each Except with respect to one Corporate Lease Loan listed on Schedule III and the USPS Lease Loans listed on Schedule IV, each Mortgagor is an entity whose organizational documents provide that it is, and at least so long as the Loan is outstanding will continue to be, a special purpose entity. For this purpose, "special purpose entity" means a person, other than an individual, which is formed solely for the purpose of Borrower owning and General Partner shall: (i) maintain operating a special property, which does not engage in any business unrelated to such property and the financing thereof, and which does not have any assets other than those related to its interest in the property or the financing thereof or any indebtedness other than as permitted by the related Mortgage; maintains its own separate books and books, records and bank accounts; (ii) at all times conduct its , in each case which are separate and apart from the books, records and accounts of any other person; conducts business solely in its own name in a manner not misleading to other Persons as to its identity (including through the use of separate stationary, signage and business cards); (iii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) hold all of its assets in its own name and uses separate stationery, invoices and checks; does not guarantee or assume the debts or obligations of any other person; does not commingle its assets or funds with assets those of any other Persons; (v) strictly comply person; transacts business with all organizational formalities affiliates on an arm's length basis pursuant to maintain its separate existence; (vi) maintain separate financial statementswritten agreements; and holds itself out as being a legal entity, showing its assets and liabilities separate and apart from those of any other Personperson. Each entity's organizational documents provide that any dissolution and winding up or insolvency filing for such entity requires the unanimous consent of all partners or members, and as applicable. Each entity's organizational documents provide that they may not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1) appropriate disclosure within the consolidated financial statements or footnotes thereto shall be made to indicate its separateness from such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its own separate balance sheet; (vii) pay its own liabilities only out of its own funds; (viii) maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or any other Affiliate transaction expressly permitted under this Agreement); (ix) correct any known misunderstanding regarding its separate identity and not identify itself as a division of any other Person; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it; (xi) cause its partners, officers, agents and other representatives (including any director and/or officer on behalf of General Partner) to act at all times amended with respect to it consistently and in furtherance the special purpose entity (as defined above) requirements during the term of the foregoing and Loan. In addition, except for certain exceptions described in its best interests; (xii) maintain its funds and assets in such a manner that it will not be costly Schedule IV, each borrower or difficult to segregate, ascertain or identify its individual assets from those group of any other Person; (xiii) allocate fairly and reasonably any overhead expenses that are shared affiliated businesses under USPS Lease Loans with an Affiliateoriginal aggregate principal of at least $500,000, including are entities who are "special purpose entities" formed solely for services performed by an employee the purpose of an Affiliate; and (xiv) owning and operating a single property, does not amend, alter or change the terms of its exempted limited partnership agreement or LLC agreement, as the case may be, engage in any material respect unless Administrative Agent consents thereto (business unrelated to such property and the foregoing provisions financing thereof, and does not have any assets other than those related to its interest in this clause (j), the “Required SPV Provisions”).property or the financing thereof or any indebtedness other than as permitted by the related Mortgage;

Special Purpose Entity. Each of Borrower and General Partner shall: Sellers shall cause REO Subsidiary to be a Special Purpose Entity that shall (i) maintain its own separate books no assets other than the assets specifically contemplated by the Program Agreements, and records will not engage in any business, other than the assets and bank accounts; transactions specifically contemplated by the Program Agreements; (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including through guaranteeing any obligation), other than pursuant to the use of separate stationary, signage and business cards); Program Agreements; (iii) file not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Sellers’ Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own tax returnsassets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, if anyand not amend, as modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent which shall not be unreasonably withheld; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return consolidation is required under GAAP or returns or (2) not treated as a division for tax purposes matter of another taxpayer, and pay any taxes so required to be paid under applicable law; ; provided, that (iv) hold all of its assets in its own name and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1A) appropriate disclosure within the consolidated financial statements or footnotes thereto notation shall be made on such financial statements if prepared to indicate its the separateness of the Sellers from such Affiliate and to indicate that its the Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and Person, (2B) such assets shall also be listed on its the PennyMac Corp.’s own separate balance sheet; sheet if prepared and (viiC) pay the Sellers shall file its own liabilities only out of its own funds; tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (viii) maintain an arm’s-length relationship with its Affiliates be, and enter into transactions with Affiliates only on at all times will hold itself out to the public as, a commercially reasonable basis legal entity separate and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or distinct from any other Affiliate transaction expressly permitted under this Agreemententity (including any Affiliate); (ix) , shall correct any known misunderstanding regarding its status as a separate identity and 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 other Person; than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it; (xi) cause not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its partners, officers, agents properties and other representatives assets to any Person (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; 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 funds properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual assets properties and assts from those of others; (xiii) not institute against, or join any other Person in instituting against the REO 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; ; (xiiixv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead expenses that are for shared with an Affiliate, including for office space and services performed by an employee of an Affiliate; and and (xivxvii) not amend, alter or change pledge its assets to secure the terms obligations of its exempted limited partnership agreement or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”)other Person.

Special Purpose Entity. Each of Borrower and General Partner shall: (i) maintain its own separate books and records and bank accounts; (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity (including through the use of separate stationary, signage and business cards); (iii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) hold all of its assets in its own name and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1) appropriate disclosure within the consolidated financial statements or footnotes thereto shall be made to indicate its separateness from such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its own separate balance sheet; (viia) pay its own liabilities obligations, including employee salaries, only out of its own fundsfunds and not permit any Affiliate or guarantee or pay its obligations without the prior written consent of the Administrative Agent and each Lender (except for Permitted Intercompany Transfers); (viiib) allocate, charge, and reimburse fairly and reasonably on a current basis any common employee or overhead costs shared with Affiliates; (c) observe all customary organizational and operational formalities; (d) maintain an arm’s-arm’s length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar pursuant to those enforceable agreements; (e) not assume, guarantee, become obligated for, or pay the debts or obligations of an arm’s-length transaction (it being understood that it may enter into any contract or any other Affiliate transaction expressly permitted under this AgreementPerson (other than as contemplated by any of the Loan Documents); (ixf) correct not hold out its credit as being available to satisfy the obligations of any known misunderstanding regarding other Person (other than as contemplated by any of the Loan Documents) ; (g) not acquire the obligations or securities of its separate identity and Affiliates or owners, including partners, members, or shareholders, as appropriate; (h) not identify itself as a division of make loans or advances to any Person or buy or hold evidence or indebtedness issued by any other Person; (xi) maintain adequate capital in light and use separate stationery, invoices and checks bearing its name and not the name of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to itother entity unless such entity is clearly designated as being such Borrower’s agent; (xi) cause its partners, officers, agents and other representatives (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; (xii) maintain its funds and assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (xiiij) allocate fairly and reasonably any overhead expenses that are shared with an any Affiliate, including including, but not limited to, paying for shared office space and services performed by an any employee of an Affiliate; provided that, the books and records of such Borrower and such Affiliate shall reflect such overhead expenses; (k) not pledge its assets for the benefit of any Person (except as permitted by this Agreement or the Loan Documents); (l) hold itself out as a legal entity separate and distinct from any other entity; (m) correct any known misunderstanding regarding its separate identity; (n) conduct business limited solely to (i) developing, financing, acquiring, equipping, operating, and maintaining the Project in accordance with this Agreement, the Material Project Contracts and the Loan Documents; (ii) entering into and performing its obligations under this Agreement, the Material Project Contracts and the Loan Documents; or (iii) effecting that which is incident, necessary, and appropriate to accomplish the foregoing; (o) if such entity is a corporation, have at least one (1) Independent Director, and have not caused or allowed and will not cause or allow the board of directors of such entity to take any action requiring the unanimous affirmative vote of one hundred percent (100%) of the members of its board of directors unless the Independent Director shall have participated in such vote; (p) if such entity is a limited liability company with more than one member, have at least one Independent Manager which is (i) a member that satisfies the requirements of this Section that is a corporation having at least one (1) Independent Director and that owns at least one hundredth of one percent (0.01%) of the equity of such limited liability company, (ii) a special purpose entity that is not a member, or (iii) a natural person; (q) if such entity is a limited liability company with only one member, have and will have (i) as its only member a non-managing member, (ii) at least one (1) Independent Manager and have not caused or allowed and will not cause or allow the board of managers of such entity to take any action requiring the unanimous affirmative vote of one hundred percent (100%) of the managers unless the Independent Manager shall have participated in such vote and (iii) at least one springing member that will become the non-managing member of such entity upon the dissolution of the existing non-managing member; (r) comply with all of the assumptions made with respect to such Borrower in the Insolvency Opinion; and (xivs) not amend, alter or change comply with all of the terms of its exempted limited partnership agreement or LLC agreement, as the case may be, assumptions made with respect to such Borrower in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”)Additional Insolvency Opinion.

Special Purpose Entity. Each of Borrower and General Partner shall: Sellers shall cause REO Subsidiary to be a Special Purpose Entity that shall (i) maintain its own separate books no assets other than the assets specifically contemplated by the Program Agreements, and records will not engage in any business, other than the assets and bank accounts; transactions specifically contemplated by the Program Agreements; (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including through guaranteeing any obligation), other than pursuant to the use of separate stationary, signage and business cards); Program Agreements; (iii) file not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Sellers’ Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own tax returnsassets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, if anyand not amend, as modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent which shall not be unreasonably withheld; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return consolidation is required under GAAP or returns or (2) not treated as a division for tax purposes matter of another taxpayer, and pay any taxes so required to be paid under applicable law; ; provided, that (iv) hold all of its assets in its own name and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1A) appropriate disclosure within the consolidated financial statements or footnotes thereto notation shall be made on such financial statements if prepared to indicate its the separateness of the Sellers from such Affiliate and to indicate that its the Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and Person, (2B) such assets shall also be listed on its the applicable Seller’s own separate balance sheet; sheet if prepared and (viiC) pay the Sellers shall file its own liabilities only out of its own funds; tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (viii) maintain an arm’s-length relationship with its Affiliates be, and enter into transactions with Affiliates only on at all times will hold itself out to the public as, a commercially reasonable basis legal entity separate and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or distinct from any other Affiliate transaction expressly permitted under this Agreemententity (including any Affiliate); (ix) , shall correct any known misunderstanding regarding its status as a separate identity and 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 other Person; than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it; (xi) cause not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its partners, officers, agents properties and other representatives assets to any Person (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; 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 funds properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (xiii) not institute against, or join any other Person in instituting against REO Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate REO Subsidiary in connection with any 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; ; (xiiixv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead expenses that are for shared with an Affiliate, including for office space and services performed by an employee of an Affiliate; and and (xivxvii) not amend, alter or change pledge its assets to secure the terms obligations of its exempted limited partnership agreement or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”)other Person.

Special Purpose Entity. Each Notwithstanding any other provision of Borrower and General Partner this Agreement, the Company shall: (ia) maintain its own separate books not engage in any business or activity other than owning and records and bank accountsoperating assets in connection with the Kings Island amusement park; (iib) at all times conduct its business solely not acquire or own any assets other than assets in its own name connection with Kings Island amusement park and such incidental personal property as may be necessary in a manner not misleading to other Persons as to its identity (including through connection with owning the use of separate stationary, signage and business cards)same; (iiic) file have and preserve its own tax returnsexistence as an entity duly organized, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayervalidly existing, and pay any taxes so required to be paid in good standing under applicable Delaware law; (ivd) hold all not, without the written consent of its assets in its own name and the Member, (i) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation, or reorganization statute; (ii) seek or consent to the appointment of a receiver, liquidator, or any similar official; or (iii) make an assignment for the benefit of creditors; (e) not commingle its assets with the assets of any other Personsperson or entity except as provided in Section 4; (vf) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate records, books of account, bank accounts, financial statements, showing its assets accounting records, and liabilities other entity documents separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1) appropriate disclosure within the consolidated financial statements person or footnotes thereto shall be made to indicate its separateness from such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2) such assets shall also be listed on its own separate balance sheetentity; (viig) pay its own liabilities only out of its own funds; (viii) maintain an arm’s-length relationship with its Affiliates and enter into transactions with Affiliates only on a commercially reasonable basis and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or agreement with any other Affiliate transaction expressly permitted under this Agreement)general partner, member, shareholder, principal, or affiliate of the Member, or any general partner, member, principal or affiliate thereof, upon terms and conditions that are substantially similar to those that would be available on an arms-length basis with third parties; (ixh) correct any known misunderstanding regarding its separate identity and not identify itself as a division of any other Person; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it; (xi) cause its partners, officers, agents and other representatives (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; (xii) maintain its funds and assets in such a manner that it will not be costly or difficult to segregate, ascertain ascertain, or identify its individual assets from those of any other Personperson or entity; (xiiii) allocate fairly to the extent required under applicable law, file its own tax returns; (j) hold itself out to the public as a legal entity separate and distinct from any other person or entity and conduct its business in its own name; (k) maintain adequate capital for the normal obligations reasonably any overhead expenses that are shared with an Affiliate, including for services performed by an employee foreseeable in a business of an Affiliateits size and character and in light of its contemplated business operations; and (xivl) not amend, alter except as otherwise expressly permitted or change the terms of its exempted limited partnership agreement or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions contemplated in this clause (j)Agreement, the “Required SPV Provisions”)pay its own liabilities from its own funds.

Special Purpose Entity. Each of Borrower and General Partner This ARTICLE XII is being adopted in order to comply with certain provisions required in order to qualify FilmCo as a “special purpose entity.” FilmCo shall: 12.1. not commingle any of its money or other assets with any money or assets of any other Person, provided, however, that, money in any LG Entity account, including, but not limited to, the Collection Accounts (ias defined in the Distribution Agreement) or the LGF Master Collection Account is not property of FilmCo; 12.2. maintain correct and complete limited liability company records and books of account and minutes of the meetings and the other proceedings of FilmCo; 12.3. have its own separate principal executive and administrative office through which its business is conducted (which, however, may be within the premises of and leased from LGE or any Affiliate of LGE) as reasonably determined by FilmCo based on its operations, and which will be conspicuously identified as the office of FilmCo so that it can be easily located by outsiders; 12.4. allocate in a reasonably proportionate manner any overhead for shared office space with an Affiliate, including payment for shared office space and the services performed by any employee of an Affiliate; provided, any such allocation must be approved by the Board of Directors pursuant to Section 5.5 of this Agreement; 12.5. maintain books and records separate from any other Person provided that the foregoing limitation shall not be interpreted as preventing FilmCo from keeping such books and bank accountsrecords in the same office, file cabinets or hard drives as the books and records of any other Affiliate, including any Member; (ii) at all times 12.6. conduct its own business and affairs in its own name, act solely in its own name in a manner and through its own authorized officers and agents. No Affiliates of FilmCo will be appointed as agents of FilmCo provided that the foregoing limitation shall not misleading be interpreted as preventing LGE from serving as Manager, or any officer or employee of any Affiliate, including any Member, from serving as an officer or providing other services to other Persons FilmCo, so long as to its identity (including through the use of separate stationary, signage and business cards)such services are provided on an “arm’s length” basis; (iii) file its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law; (iv) hold all of its assets in its own name and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) 12.7. maintain separate financial statements, statements that comply with GAAP showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided provided, however, that its FilmCo’s assets may be included in a consolidated financial statement of its Affiliates provided that (a) appropriate notation shall be made on such consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1) appropriate disclosure within the consolidated financial statements or footnotes thereto shall be made to indicate its the separateness of FilmCo from such Affiliate Affiliates and to indicate that its FilmCo’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2b) such assets shall also be listed on its FilmCo’s own separate balance sheet; (vii) 12.8. pay its own liabilities only out of its own fundsfunds and not pay the liabilities of any other Person out of its funds other than for value, provided that the foregoing limitation shall not be interpreted as preventing FilmCo from entering into cost-sharing arrangements with Affiliates, including any Member, which allocate such costs in a reasonably proportionate manner; (viii) maintain an arm’s-length relationship with its Affiliates 12.9. other than Capital Contributions and distributions, not enter into transactions any transaction with Affiliates only any of its Affiliates, including any Member, except on a commercially reasonable basis and on terms similar to those of an arm’s-length “arm’s length” transaction; 12.10. observe all Delaware limited liability company formalities required under the Act; 12.11. not guarantee or become obligated for the debts of any other Person, including any Affiliate, or hold out its credit or assets as being available to satisfy the obligations of others and not allow any Affiliate to guarantee or become obligated for the debts of FilmCo other than as contemplated by the Transaction Documents; 12.12. use stationery, invoices, checks and telephone numbers through which all business correspondence and communications are conducted separate from that of any other Person as reasonably determined by FilmCo; 12.13. not pledge its assets for the benefit of any Person or other entity except as contemplated by the Transaction Documents to which it is a party; 12.14. at all times hold itself out to the public as a legal entity separate from any Members and any other Person; 12.15. not engage, directly or indirectly, in any business or purposes other than the actions required or permitted to be performed under Section 2.5, Section 5.3, and Section 5.4; 12.16. not engage in any merger, consolidation or combination transaction (it being understood with any Person; 12.17. maintain its bank accounts in its own name except as contemplated by the Transaction Documents; 12.18. in the event that it may enter into FilmCo is included within a consolidated tax return of any contract Person, the existence of FilmCo and the ownership of the assets of FilmCo shall be disclosed in a footnote or otherwise noted therein; 12.19. not acquire the obligations or securities of any Affiliate; 12.20. maintain adequate capital in light of its contemplated business purpose, transactions and liabilities in its reasonable judgment; provided, however, the foregoing shall not require the Members, Manager, Directors or any other Affiliate transaction expressly permitted under this Agreement)of FilmCo to take any action to assure such maintenance, whether by providing capital or facilitating the obtaining of capital; (ix) 12.21. cause the Members, Manager, Directors, agents and other representatives of FilmCo to act at all times with respect to FilmCo consistently and in furtherance of the foregoing and in accordance with their obligations under the Act; 12.22. not create, incur or suffer to exist any Indebtedness other than pursuant to and as contemplated by the Transaction Documents to which it is a party; 12.23. not form, or cause to be formed, any direct subsidiaries; 12.24. make decisions with respect to the business and daily operations of FilmCo independently in its reasonable judgment, and not, in its reasonable judgment, allow such decisions to be dictated by any Affiliate of FilmCo. 12.25. correct any known misunderstanding regarding its separate identity and not identify itself as being a division of any other Person and not permit any Person to identify FilmCo as being a division of such Person; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall limitation will not require any parent thereof limit FilmCo’s ability to make any additional capital contributions to itidentify itself as a limited liability company and disregarded entity for tax purposes; (xi) cause 12.26. not be bound by the business decisions of its partnersMembers unless such business decisions have been approved in accordance with the governance procedures set forth herein; and 12.27. not take any action inconsistent with Section 5.3 or Section 5.4. Failure of FilmCo, officersthe Members, agents and other representatives (including any director and/or officer the Board of Directors or the Manager on behalf of General Partner) FilmCo, to act at all times comply with respect to it consistently and in furtherance any of the foregoing and in its best interests; (xii) maintain its funds and assets in such a manner that it will not be costly covenants or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (xiii) allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for services performed by an employee of an Affiliate; and (xiv) not amend, alter or change the terms of its exempted limited partnership agreement or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions covenants contained in this clause (j)Agreement shall not affect the status of FilmCo as a separate legal entity or the liability of the Members, the “Required SPV Provisions”)Manager or the Directors.

Special Purpose Entity. Each Sellers shall cause each of Borrower REO Subsidiary and General Partner shall: any Trust Subsidiary to be a Special Purpose Entity that shall (i) maintain its own separate books no assets other than the assets specifically contemplated by the Program Agreements, and records will not engage in any business, other than the assets and bank accounts; transactions specifically contemplated by the Program Agreements; (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including through guaranteeing any obligation), other than pursuant to the use of separate stationary, signage and business cards); Program Agreements; (iii) file not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Sellers’ Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own tax returnsassets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, if anyand not amend, as modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent which shall not be unreasonably withheld; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return consolidation is required under GAAP or returns or (2) not treated as a division for tax purposes matter of another taxpayer, and pay any taxes so required to be paid under applicable law; ; provided, that (iv) hold all of its assets in its own name and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1A) appropriate disclosure within the consolidated financial statements or footnotes thereto notation shall be made on such financial statements if prepared to indicate its the separateness of the Sellers from such Affiliate and to indicate that its the Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and Person, (2B) such assets shall also be listed on its the applicable Seller’s own separate balance sheet; sheet if prepared and (viiC) pay the Sellers shall file its own liabilities only out of its own funds; tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (viii) maintain an arm’s-length relationship with its Affiliates be, and enter into transactions with Affiliates only on at all times will hold itself out to the public as, a commercially reasonable basis legal entity separate and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or distinct from any other Affiliate transaction expressly permitted under this Agreemententity (including any Affiliate); (ix) , shall correct any known misunderstanding regarding its status as a separate identity and 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 other Person; than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it; (xi) cause not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its partners, officers, agents properties and other representatives assets to any Person (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; 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 funds properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual assets properties and assts from those of others; (xiii) not institute against, or join any other Person in instituting against the REO Subsidiary or a Trust Subsidiary, as applicable, any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the REO Subsidiary or any Trust Subsidiary, 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; ; (xiiixv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead expenses that are for shared with an Affiliate, including for office space and services performed by an employee of an Affiliate; and and (xivxvii) not amend, alter or change pledge its assets to secure the terms obligations of its exempted limited partnership agreement or LLC agreement, as the case may be, in any material respect unless Administrative Agent consents thereto (the foregoing provisions in this clause (j), the “Required SPV Provisions”)other Person.

Special Purpose Entity. Each of Borrower Unless otherwise consented to by Buyer in writing, and General Partner shall: except as permitted by the Facility Documents, each Seller shall be a special purpose entity that shall (i) maintain its own separate books no assets, and records will not engage in any business, other than the assets and bank accounts; transactions specifically contemplated by the Facility Documents; (ii) at all times conduct its business solely in its own name in a manner not misleading to other Persons as to its identity incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including through guaranteeing any obligation), other than pursuant to the use of separate stationary, signage and business cards); Facility Documents; (iii) file not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of such Seller’s Affiliates; (iv) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own tax returnsassets; (v) comply with the provisions of its organizational documents; (vi) do all things necessary to observe organizational formalities and to preserve its existence, if anyand not amend, as modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without Buyer’s prior written consent which shall not be unreasonably withheld; (vii) maintain all of its books, records and financial statements separate from those of its Affiliates (except that such financial statements may be required under applicable law, to the extent (1) not part of a consolidation is required under GAAP, consolidated group filing a consolidated return with Guarantor or returns or (2) not treated as a division for tax purposes matter of another taxpayer, and pay any taxes so required to be paid under applicable law; ; provided, that (iv) hold all of its assets in its own name and not commingle its assets with assets of any other Persons; (v) strictly comply with all organizational formalities to maintain its separate existence; (vi) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person, and not have its assets listed on any financial statement of any other Person; provided that its assets may be included in consolidated financial statements of one of its Affiliates, and provided further that for financial statements covering fiscal quarters ending on and after the first fiscal quarter ending after the Closing Date (1a) appropriate disclosure within the consolidated financial statements or footnotes thereto notation shall be made on such financial statements if prepared to indicate its the separateness of such Seller from such Affiliate and to indicate that its such Seller’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (2b) such assets shall also be listed on its such Seller’s own separate balance sheet; sheet if prepared and (viic) pay each Seller shall file its own liabilities only out of its own funds; tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (viii) maintain an arm’s-length relationship with its Affiliates be, and enter into transactions with Affiliates only on at all times will hold itself out to the public as, a commercially reasonable basis legal entity separate and on terms similar to those of an arm’s-length transaction (it being understood that it may enter into any contract or distinct from any other Affiliate transaction expressly permitted under this Agreemententity (including any Affiliate); (ix) , shall correct any known misunderstanding regarding its status as a separate identity and 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 other Person; transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital (as applicable) in light of its contemplated business purpose, transactions and liabilities; provided that the foregoing shall not require any parent thereof to make any additional capital contributions to it; (xi) cause not engage in or suffer any dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its partners, officers, agents properties and other representatives assets to any Person (including any director and/or officer on behalf of General Partner) to act at all times with respect to it consistently and in furtherance of the foregoing and in its best interests; 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 funds properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (xiii) not institute against, or join any other Person in instituting against such Seller, any proceedings of the type referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate such Seller in connection with any Insolvency Event with respect to any other Person; ; (xiiixiv) will not hold itself out to be responsible for the debts or obligations of any other Person; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) use separate stationery, invoices and checks bearing its own name; (xvii) allocate fairly and reasonably any overhead expenses that are for shared with an Affiliate, including for office space and services performed by an employee of an Affiliate; and (xivxviii) not amendpledge its assets to secure the obligations of any Person except as contemplated hereunder and (xix) at all times have at least one (1) Independent Manager and (xx) provide in its organizational documents (x) that Buyer be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Manager, alter 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 (y) that any Independent Manager of such Seller shall not have any fiduciary duty to anyone including the holders of the equity interest in such Seller and any Affiliates of such Seller except such Seller and the creditors of such Seller with respect to taking of, or change the terms of its exempted limited partnership agreement or LLC agreementotherwise voting on, as the case may beany Insolvency Event, in any material respect unless Administrative Agent consents thereto (provided, that the foregoing provisions in this clause (j), shall not eliminate the “Required SPV Provisions”)implied contractual covenant of good faith and fair dealing.