Common use of Special Purpose Entity Clause in Contracts

Special Purpose Entity. Borrower shall: (a) not own any assets nor engage in any business other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreement; (b) not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including any guarantee thereof), other than pursuant hereto; (c) not make any loans or advances to any third party, and shall not acquire obligations or securities of any of its Affiliates; (d) pay its debts and liabilities (including, as applicable, shared personnel 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 will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed without the prior written consent of Lender which shall not be unreasonably withheld; (g) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates; (h) 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 of its Affiliates), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationary, invoices and checks; (i) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (j) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in part; (k) not commingle its funds or other assets with those of any of its Affiliates or any other Person; (l) 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; and (n) cause each of its direct and indirect owners to agree not to (i) file or consent to the filing of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditors.

Special Purpose Entity. The Borrower shall: will (a) own no assets, and not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this by the Loan Agreement; Documents, (b) not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including any guarantee thereof)contingent, other than pursuant hereto; as contemplated hereby, (c) not make any loans or advances to any third party, and shall not acquire obligations or securities of any of its Affiliates; Affiliate, (d) pay its debts and liabilities (including, as applicable, applicable shared personnel and overhead expenses) only from its own assets; , (e) comply with the provisions of its organizational documents; (f) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documentscertificate of organization or limited liability company agreement, or suffer the same to be amended, modified or otherwise changed changes, without the prior written consent of Lender which shall not be unreasonably withheld; the Bank, (gf) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates; any Affiliate, (hg) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (entity, including any of its Affiliates)the Member, shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other Member and shall maintain and utilize separate stationary, invoices and checks; , (ih) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; , (ji) not engage in or suffer any change of ownership, dissolution, winding winding-up, liquidation, consolidation or merger in whole or in part; , (kj) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; , (lk) 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 Affiliate or any other Person; , (l) not and will not hold itself out to be responsible for the debts or obligations of any other Person and (nm) cause each of its direct be formed and indirect owners to agree not to (i) file or consent to the filing of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment organized solely for the benefit purpose of Borrower's creditorsholding, directly or indirectly, the Collateral and not hold or own any assets other than the Collateral and assets related thereto.

Special Purpose Entity. The Borrower shall: will (a) own no material assets, and not own any assets nor engage in any business material business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this by the Loan Agreement; Documents, (b) not incur any indebtedness for borrowed money or material obligation, secured or unsecured, direct or indirect, absolute or contingent (including any guarantee thereof)contingent, other than pursuant hereto; as contemplated hereby (including the Loan Documents and/or the Operating Agreement) or as approved by a Super-Majority in Interest of the members of the Borrower), (c) not make any loans or advances to any third partyparty (other than Assets), and shall not acquire obligations or securities of any of its Affiliates; Affiliated Party, (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (e) comply with the provisions of its organizational documents; (f) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documentsOrganizational Documents, or suffer the same to be amended, modified or otherwise changed (except to the extent that the same would not result in a Change of Control and would not otherwise violate the terms of this Agreement), without the prior written consent of Lender which shall not be unreasonably withheld; the Lender, (gf) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates; any Affiliated Parties, (hg) 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 of its AffiliatesAffiliated Party), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates Affiliated Party as a division or part of the other and shall maintain and utilize separate stationary, invoices and checks; , (ih) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; , (ji) not engage in or suffer any change of ownership, dissolution, winding winding-up, liquidation, consolidation or merger in whole or in part; , (kj) not commingle its funds or other assets with those of any of its Affiliates Affiliated Party or any other Person; , (lk) 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 Affiliated Party or any other Person; , (l) not and will not hold itself out to be responsible for the debts or obligations of any other Person and (nm) cause each be formed and organized solely for the purpose of its direct holding, directly or indirectly, the Assets and indirect owners not hold or own any assets other than the Assets, Asset Series Proceeds and assets related thereto (it being understood that the only Asset Pools which Borrower will purchase are those which Lender shall have agreed to agree not have purchased in connection with an accepted Borrowing Request pursuant to (i) file or consent Section 2.1). Notwithstanding any provision of this Section 6.7 to the filing contrary, the Borrower shall be permitted to consummate sales of any bankruptcy, insolvency or reorganization case or proceeding Loan Collateral under Section 3.4 in accordance with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditorsterms and conditions specified in Section 3.4.

Special Purpose Entity. Borrower shall: Unless otherwise consented to by Buyer in writing, and except as permitted by the Facility Documents, PMC shall cause the REO Subsidiary to be a Special Purpose Entity that shall (ai) own no assets other than the assets specifically contemplated by the Facility Documents, and will not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreementby the Facility Documents; (bii) not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any guarantee thereofobligation), other than pursuant heretoto the Facility Documents; (ciii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Seller’s Affiliates other than PMC’s ownership of its Affiliatesthe REO Subsidiary Interests; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ev) comply with the provisions of its organizational documents; (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed changed, without the Buyer’s prior written consent of Lender which shall not be unreasonably withheldconsent; (gvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of its Affiliates; (hviii) 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 of its AffiliatesAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize a separate stationary, invoices and checkstelephone number; (iix) not enter into any transactions other than transactions specifically contemplated by the Facility Documents with any Affiliates; (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 operationspurpose, transactions and liabilities; (jxi) not engage in or suffer any change of in ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in parttransfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (kxii) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; (l) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (xiii) not institute against, or join any other Person in instituting against the REO Subsidiary any proceedings of its Affiliates the type referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate the REO Subsidiary in connection with any Insolvency Event with respect to any Seller; (xiv) not hold itself out to be responsible for the debts or obligations of any other Person; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity other than PMC forming the REO Subsidiary and owning the REO Subsidiary Interests; (xvi) use separate stationery, invoices and checks bearing its own name; (xvii) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (nxviii) cause each of not pledge its direct and indirect owners assets to agree not to (i) file or consent to secure the filing obligations of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditorsother Person.

Special Purpose Entity. Borrower shall: The Company has not and shall not (a) not own any assets nor engage in any business or activity other than owning the assets purchase, receipt and engaging in management of Collateral, the transactions specifically contemplated hereunder transfer and under every other document to be executed pledge of Collateral pursuant to this the terms of the Loan Agreement; Documents, the entry into and the performance under the Loan Documents and such other activities as are incidental thereto, (b) acquire or own any assets other than (x) the Collateral and (y) incidental property as may be necessary for the operation of the Company and the performance of its obligations under the Loan Documents, including, without limitation, capital contributions which it may receive from the Guarantor, (c) merge into or consolidate with any Person or dissolve, wind-up, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, (d) 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 consent of the Administrative Agent, amend, modify, terminate or fail to comply with the provisions of its operating agreement or fail to observe limited liability company formalities, in each case, in a manner that would be material and adverse to the Lenders, (e) form, acquire or own any Subsidiary, own any equity interest in any other entity or make any investment in any Person without the prior written consent of the Administrative Agent (which consent shall not be unreasonably conditioned, withheld or delayed), (f) except as permitted by this Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person, (g) incur any indebtedness or obligationIndebtedness for borrowed money, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any guarantee thereofobligation), other than pursuant hereto; Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments, (ch) not make any loans or advances fail to any third party, and shall not acquire obligations or securities of any of its Affiliates; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; assets as the same shall become due, (ei) comply with the provisions of fail to maintain its organizational documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed without the prior written consent of Lender which shall not be unreasonably withheld; (g) maintain all of its books, records, financial statements books of account and bank accounts separate and apart from those of any other Person, other than as expressly provided in the Loan Documents, (j) enter into any contract or agreement with any Person, except (a) the Loan Documents, (b) the documents specifically contemplated by the limited liability company agreement of the Company, (c) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s length basis with third parties other than such Person and (d) as otherwise permitted under the Loan Documents, (k) seek its Affiliates; dissolution, termination, liquidation or winding up in whole or in part, (hl) befail to correct any known misunderstandings regarding the separate identity of the Company, and at all times will the Guarantor or any other Person (other than for tax purposes), (m) guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person, (n) fail either to hold itself out to the public as, as a legal entity separate and distinct from any other entity Person or to conduct its business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationary, invoices and checks; (io) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; operations (jprovided that in no event shall this clause require any equity holder to make additional capital contributions to the Company), (p) not engage in except as may be required or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in part; (k) not commingle its funds permitted by the Code and regulations or other assets with those applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its Affiliates principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person, (q) fail to maintain separate company records and books of account separate and apart from those of any other Person; provided that, the Company’s assets and liabilities may be included in a consolidated financial statement of its Affiliate, (lr) fail to pay its own liabilities and expenses only out of its own funds, (s) fail to maintain a sufficient number of employees (which may be zero), if any, in light of its assets in such a manner that it will not be costly contemplated business operations or difficult to segregatepay the salaries of its own employees, ascertain if any, (t) acquire the obligations of or identify its individual assets from those of any of securities issued by its Affiliates or members, it being understood that this clause (xxi) shall not prevent the Company from acquiring Collateral from the Guarantor, (u) guarantee any obligation of any person, including an Affiliate, (v) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office maintained by an Affiliate (if any) space and services performed by any employee of an Affiliate, (w) fail to use separate invoices and checks bearing its own name, (x) pledge its assets for the benefit of any other Person; , other than with respect to payment of the indebtedness to the Secured Parties hereunder, (y) (A) fail at any time to have at least one (1) independent director (the “Independent Director”) who is not currently (a) a manager, officer, employee or Affiliate of the Company or the Guarantor or any major creditor, or a manager, officer or employee of any such Affiliate (other than an independent manager or similar position of the Company, the Guarantor or an Affiliate), or (b) the beneficial owner of any limited liability company interests of the Company or any voting, investment or other ownership interests of any Affiliate of the Company or of any major creditor or (B) fail to ensure that all limited liability company action relating to the selection, maintenance or replacement of the Independent Director are duly authorized by the unanimous vote of the board of managers (including the Independent Director) except as otherwise permitted pursuant to the limited liability company agreement of the Guarantor, (z) fail to provide in its limited liability company agreement that the unanimous consent of all members and (n) cause each the consent of its direct and indirect owners to agree not the Independent Director are required for the Company to (ia) file institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent to the filing institution of any bankruptcybankruptcy or insolvency proceedings against the Company, insolvency (c) file a petition seeking or consent to reorganization case or proceeding with respect to Borrower; institute any proceedings relief under any applicable insolvency federal or state law or otherwise seek any relief under any laws relating to the relief from debts bankruptcy or the protection of debtors generally with respect to Borrower; insolvency, (iid) seek or consent to the appointment of a receiver, liquidator, provisional liquidator assignee, trustee, sequestersequestrator, custodian custodian, restructuring officer or any similar official for Borrower or a substantial portion of its properties; or the Company, (iiie) make any assignment for the benefit of Borrower's the Company’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, or (aa) fail to file its own tax returns separate from those of any other Person, except to the extent that the Company is treated as a “disregarded entity” for tax purposes.

Special Purpose Entity. Borrower shall: 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 own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreementby the Facility Documents; (b) not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any guarantee thereofobligation), other than pursuant heretoto the Facility Documents; (c) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any of its the Sellers’ Affiliates; (d) pay its debts and 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 will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed changed, without the Buyer’s prior written consent of Lender which shall not be unreasonably withheld; (g) maintain all of its books, records, records and financial statements and bank accounts separate from those of its AffiliatesAffiliates (except that such financial statements may be consolidated with Guarantor’s or as a matter of applicable law; provided, that (i) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of the Sellers from such Affiliates and to indicate that Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets shall also be listed on the Sellers’ own separate balance sheet if prepared and (iii) the Sellers shall file their own tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (h) 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 of its AffiliatesAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationary, invoices and checksother; (i) not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (j) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (jk) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in parttransfer all or substantially all of its properties and assets to any other Person (except as contemplated herein); (kl) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; (l) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (m) not institute against, or join any other Person in instituting against the Sellers, any proceedings of its Affiliates 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; (o) 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 for shared office space and services performed by an employee of an Affiliate; and (nr) cause each of not pledge its direct and indirect owners assets to agree not to (i) file or consent to secure the filing obligations of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditorsother Person.

Special Purpose Entity. Borrower shall: Unless otherwise consented to by Buyer in writing, and except as permitted by the Program Agreements or as otherwise prohibited by Requirements of Law, Seller shall be a Special Purpose Entity that shall (ai) own no assets and not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreementby the Program Agreements; (bii) not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any guarantee thereofobligation), other than pursuant heretoto the Program Agreements; (ciii) not make any loans or advances to any Affiliate or third party, party and shall not acquire obligations or securities of any of its Affiliates; (div) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; (ev) comply with the provisions of its organizational documents; (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed without the prior written consent of Lender which shall not be unreasonably withheldchanged; (gvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of its AffiliatesAffiliates (except that such financial statements may be, to the extent consolidation is required under GAAP, consolidated with Guarantor or as a matter of applicable law; provided, that (A) appropriate notation shall be made on such financial statements if prepared to indicate its separateness from any such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of any such Affiliate or any other Person, (B) such assets shall also be listed on its own separate balance sheet if prepared and (C) it shall file its own tax returns, except to the extent consolidation is required or permitted under applicable law); (hviii) 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 of its AffiliatesAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationary, invoices and checksother; (iix) not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (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 operationspurpose, transactions and liabilities; (jxi) not engage in or suffer any change of ownershipDivision, dissolution, winding up, liquidation, consolidation or merger in whole or in parttransfer all or substantially all of its properties and assets to any Person (except as otherwise contemplated herein); (kxii) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; (l) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (xiii) not institute, or join any other Person in instituting, against itself, any proceedings of its Affiliates the type referred to in the definition of “Act of Insolvency” hereunder or seek to substantively consolidate itself in connection with any Act of Insolvency with respect to Guarantor; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person; (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 except as otherwise permitted by any Requirement of Law; and (nxvii) cause each of not pledge its direct and indirect owners assets to agree not to (i) file or consent to secure the filing obligations of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditorsPerson except as contemplated hereunder.

Special Purpose Entity. Borrower shall: Sellers shall cause REO Subsidiary to be a Special Purpose Entity that shall (ai) own no assets other than the assets specifically contemplated by the Program Agreements, and will not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreementby the Program Agreements; (bii) not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any guarantee thereofobligation), other than pursuant heretoto the Program Agreements; (ciii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any of its Sellers’ Affiliates; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ev) comply with the provisions of its organizational documents; (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed changed, without the Buyer’s prior written consent of Lender which shall not be unreasonably withheld; (gvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of its AffiliatesAffiliates (except that such financial statements may be to the extent consolidation is required under GAAP or as a matter of applicable law; provided, that (A) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of the Sellers from such Affiliate and to indicate that the Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person, (B) such assets shall also be listed on the PennyMac Corp.’s own separate balance sheet if prepared and (C) the Sellers shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (hviii) 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 of its AffiliatesAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationary, invoices and checksother; (iix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (jxi) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in parttransfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (kxii) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; (l) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual 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 its Affiliates 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; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (nxvii) cause each of not pledge its direct and indirect owners assets to agree not to (i) file or consent to secure the filing obligations of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditorsother Person.

Special Purpose Entity. The Borrower shall: will (a) own no assets, and not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this by the Loan Agreement; Documents, (b) not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including any guarantee thereof)contingent, other than pursuant hereto; as contemplated hereby, (c) not make any loans or advances to any third partyparty (other than Assets), and shall not acquire obligations or securities of any of its Affiliates; Affiliated Party, (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (e) comply with the provisions of its organizational documents; (f) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documentsLimited Liability Company Agreement, or suffer the same to be amended, modified or otherwise changed changed, without the prior written consent of Lender which shall not be unreasonably withheld; the Lender, (gf) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates; any Affiliated Parties, (hg) 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 of its AffiliatesAffiliated Party), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates Affiliated Party as a division or part of the other and shall maintain and utilize separate stationary, invoices and checks; , (ih) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; , (ji) not engage in or suffer any change of ownership, dissolution, winding winding-up, liquidation, consolidation or merger in whole or in part; , (kj) not commingle its funds or other assets with those of any of its Affiliates Affiliated Party or any other Person; Person (lprovided that the Servicer may commingle Asset Pool Proceeds to the extent permitted in the Servicing Agreement), (k) 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 Affiliated Party or any other Person; , (l) not and will not hold itself out to be responsible for the debts or obligations of any other Person and (nm) cause each of its direct be formed and indirect owners to agree not to (i) file or consent to the filing of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment organized solely for the benefit purpose of Borrower's creditorsacquiring, collecting and holding, directly or indirectly, the Assets and not hold or own any assets other than the Assets, Asset Proceeds and assets related thereto.

Special Purpose Entity. Borrower shall: Seller shall cause the Trust Subsidiary and each TRS Facility Entity to be a special purpose entity that shall (ai) own no assets other than the assets specifically contemplated by the Program Agreements, and will not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreementby the Program Agreements; (bii) not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any guarantee thereofobligation), other than pursuant heretoto the Program Agreements; (ciii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any of its Seller’s or Guarantor’s Affiliates; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ev) comply with the provisions of its organizational documents; (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed changed, without the Buyer’s prior written consent of Lender which shall not be unreasonably withheldconsent; (gvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of its Affiliates; (hviii) 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 of its AffiliatesAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize a separate stationarytelephone number and separate stationery, invoices and checks; (iix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (jxi) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in parttransfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (kxii) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; (l) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of any of its Affiliates others; (xiii) not institute against, or join any other PersonPerson in instituting against the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Agreements; and (nxviii) cause each not amend its formation or governing documents, including the Trust Agreement and the TRS Facility Entity Documents without the written consent of its direct and indirect owners to agree not to (i) file or consent to the filing of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditorsBuyer.

Special Purpose Entity. The Borrower shall: shall (a) own no assets, and not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this by the Loan Agreement; Documents, (b) not incur any indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including any guarantee thereof)contingent, other than pursuant hereto; as contemplated hereby, (c) not make any loans or advances to any third partyparty (other than Assets), and shall not acquire obligations or securities of any of its Affiliates; Affiliated Party, (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; , (e) comply with the provisions of its organizational documents; (f) do all things necessary under applicable law and its organizational documents to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documentscertificate of formation or limited liability company agreement, or suffer the same to be amended, modified or otherwise changed changed, without the prior written consent of Lender which shall not be unreasonably withheld; the Lender, (gf) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates; any Affiliated Parties, (hg) 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 of its AffiliatesAffiliated Party), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates Affiliated Party as a division or part of the other and shall maintain and utilize separate stationary, invoices and checks; , (ih) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; , (ji) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in part; , (kj) not commingle its funds or other assets with those of any of its Affiliates Affiliated Party or any other Person; , (lk) maintain its assets in such a manner that it will not be costly or difficult to segregatesergregate, ascertain or identify its individual assets from those of any of its Affiliates Affiliated Party or any other Person; , (l) not and will not hold itself out to be responsible for the debts or obligations of any other Person and (nm) cause each of its direct be formed and indirect owners to agree not to (i) file or consent to the filing of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment organized solely for the benefit purpose of Borrower's creditorsholding, directly or indirectly, the Assets and not hold or own any assets other than the Assets, Asset Proceeds and assets related thereto.

Special Purpose Entity. Borrower shall: Seller shall cause Trust Subsidiary to be a special purpose entity that shall (ai) own no assets other than the assets specifically contemplated by the Program Agreements, and will not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreementby the Program Agreements; (bii) not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any guarantee thereofobligation), other than pursuant heretoto the Program Agreements; (ciii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any of its Seller's or Guarantor's Affiliates; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ev) comply with the provisions of its organizational documents; (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed changed, without the Buyer's prior written consent of Lender which shall not be unreasonably withheldconsent; (gvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of its Affiliates; (hviii) 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 of its AffiliatesAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize a separate stationarytelephone number and separate stationery, invoices and checks; (iix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm's length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (jxi) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in parttransfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (kxii) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; (l) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of any of its Affiliates others; (xiii) not institute against, or join any other PersonPerson in instituting against the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (nxvii) cause each of not pledge its direct and indirect owners assets to agree not to (i) file or consent to secure the filing obligations of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to other Person other than as contemplated by the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditorsProgram Agreements.

Special Purpose Entity. Borrower shall: During the time the Note remains outstanding, Grantor (ai) will not own any assets nor engage in any business unrelated to the Premises, (ii) will not have any assets other than owning those related to the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreement; Premises, (biii) will not incur any indebtedness engage in, seek or obligation, secured or unsecured, direct or indirect, absolute or contingent (including any guarantee thereof), other than pursuant hereto; (c) not make any loans or advances consent to any third party, and shall not acquire obligations or securities of any of its Affiliates; (d) pay its debts and liabilities (including, as applicable, shared personnel 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 will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed without the prior written consent of Lender which shall not be unreasonably withheld; (g) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates; (h) 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 of its Affiliates), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationary, invoices and checks; (i) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (j) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in part; (k) not commingle its funds or other assets with those of any of its Affiliates or any other Person; (l) maintain its assets in such a manner that it merger, and, except as otherwise expressly permitted by the Loan Documents, will not be costly or difficult to segregateengage in, ascertain or identify its individual assets from those of any of its Affiliates or any other Person; and (n) cause each of its direct and indirect owners to agree not to (i) file seek or consent to any asset sale, transfer of ownership or equity interests, or amendment of its organizational documents (articles of organization or incorporation, certificate of limited partnership, operating agreement or bylaws, as the filing case may be), (iv) will not fail to correct any known misunderstanding regarding the separate identity of Grantor, (v) will not with respect to itself or to any other entity in which it has a direct or indirect legal or beneficial ownership interest (A) voluntarily file a bankruptcy, insolvency or reorganization case petition or proceeding with respect to Borrower; otherwise institute any insolvency proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to Borrowergenerally; (iiB) voluntarily seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestersequestrator, custodian or any similar official for Borrower such entity or a substantial all or any portion of its such entity’s properties; or (iiiC) make any assignment for the benefit of Borrower's such entity’s creditors; or (D) take any action that might cause such entity to become insolvent, (vi) will maintain its financial statements, accounting records, and other entity documents separate from any other person or entity, (vii) will maintain its books, records, resolutions and agreements as official records, (viii) has not commingled and will not commingle its funds or assets with those of any other person or entity, (ix) has held and will hold its assets in its own name, (x) will conduct its business in its name, (xi) will pay its own liabilities out of its own funds and assets, (xii) will observe all entity formalities, (xiii) has maintained and, except as otherwise expressly permitted or required by the Loan Documents, will maintain an arms-length relationship with its affiliates, (xiv) will have no indebtedness other than as evidenced by the Loan Documents and commercially reasonable unsecured trade payables in the ordinary course of business relating to the ownership and operation of the Premises that are paid within sixty (60) days of the date incurred, (xv) except as expressly permitted or required by the Loan Documents, will not assume or guarantee or become obligated for the debts of any other person or entity or hold out its credit as being available to satisfy the obligations of any other person or entity, except as evidenced by the Loan Documents, (xvi) will not acquire obligations or securities of its owners (members, partners, shareholders), (xvii) will allocate fairly and reasonably shared expenses, including, without limitation, shared office space and use separate stationery, invoices and checks, (xviii) will not pledge its assets for the benefit of any other person or entity, (xix) will hold itself out and identify itself as a separate and distinct entity under its own name and not as a division or part of any other person or entity, (xx) will not make loans to any person or entity, (xxi) will not identify its owners (members, partners, shareholders) or any affiliates of any of them as a division or part of it, (xxii) except as otherwise expressly permitted or required by the Loan Documents, will not enter into or be a party to, any transaction with its owners (members, partners, shareholders) or its affiliates except in the ordinary course of its business and on terms which are intrinsically fair and are no less favorable to it than would be obtained in a comparable arms-length transaction with an unrelated third party, (xxiii) will pay the salaries of its own employees from its own funds, (xxiv) will endeavor in good faith to maintain adequate capital in light of its contemplated business operations, and (xxv) will continue (and not dissolve) for so long as a solvent managing member, partner or shareholder exists.

Special Purpose Entity. Borrower shall: Seller shall cause Trust Subsidiary to be a special purpose entity that shall (ai) own no assets other than the assets specifically contemplated by the Program Agreements, and will not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreementby the Program Agreements; (bii) not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any guarantee thereofobligation), other than pursuant heretoto the Program Agreements; (ciii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any of its Seller’s or Guarantor’s Affiliates; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ev) comply with the provisions of its organizational documents; (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed changed, without the Buyer’s prior written consent of Lender which shall not be unreasonably withheldconsent; (gvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of its Affiliates; (hviii) 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 of its AffiliatesAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize a separate stationarytelephone number and separate stationery, invoices and checks; (iix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (jxi) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in parttransfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (kxii) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; (l) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of any of its Affiliates others; (xiii) not institute against, or join any other PersonPerson in instituting against the Trust Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate the Trust Subsidiary in connection with any Act of Insolvency with respect to Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (nxvii) cause each of not pledge its direct and indirect owners assets to agree not to (i) file or consent to secure the filing obligations of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to other Person other than as contemplated by the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditorsProgram Agreements.

Special Purpose Entity. Borrower shall: Unless otherwise consented to by Buyer in writing, and except as permitted by the Facility Documents, PMC shall cause each REO Subsidiary to be a Special Purpose Entity that shall (ai) own no assets other than the assets specifically contemplated by the Facility Documents, and will not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreementby the Facility Documents; (bii) not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any guarantee thereofobligation), other than pursuant heretoto the Facility Documents; (ciii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any Seller’s Affiliates other than PMC’s ownership of its Affiliatesthe REO Subsidiary Interests; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ev) comply with the provisions of its organizational documents; (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed changed, without the Buyer’s prior written consent of Lender which shall not be unreasonably withheldconsent; (gvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of its Affiliates; (hviii) 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 of its AffiliatesAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize a separate stationary, invoices and checkstelephone number; (iix) not enter into any transactions other than transactions specifically contemplated by the Facility Documents with any Affiliates; (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 operationspurpose, transactions and liabilities; (jxi) not engage in or suffer any change of in ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in parttransfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (kxii) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; (l) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (xiii) not institute against, or join any other Person in instituting against any REO Subsidiary any proceedings of its Affiliates the type referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate any REO Subsidiary in connection with any Insolvency Event with respect to any Seller; (xiv) not hold itself out to be responsible for the debts or obligations of any other Person; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity other than PMC forming each REO Subsidiary and owning the REO Subsidiary Interests; (xvi) use separate stationery, invoices and checks bearing its own name; (xvii) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (nxviii) cause each of not pledge its direct and indirect owners assets to agree not to (i) file or consent to secure the filing obligations of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditorsother Person.

Special Purpose Entity. Borrower shall: The applicable Seller shall cause the REO Subsidiary to be a Special Purpose Entity that shall (a) own no assets, and will not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreementby the Program Documents; (b) not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including Guaranteeing any guarantee thereofobligation), other than pursuant heretoto the Program Documents; (c) not make any loans or advances to any third party, and shall not acquire obligations or securities of any of its Seller's Affiliates; (d) pay its debts and liabilities (including, as applicable, shared personnel 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 will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed changed, without the Buyer's prior written consent of Lender which shall not be unreasonably withheld; (g) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates; (h) 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 of its AffiliatesAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize a separate stationary, invoices telephone number and checksseparate stationery; (i) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; (j) not engage in or suffer any change of ownershipChange in Control, dissolution, winding up, liquidation, consolidation or merger in whole or in part; (k) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; (l) 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 Affiliate or any other Person; and (nm) cause each of its direct and indirect owners to agree not to (i) file institute against, or consent to join any other Person in instituting against the filing of REO Subsidiary, any bankruptcy, insolvency or reorganization case similar proceeding hereunder or seek to substantially consolidate the REO Subsidiary in connection with any insolvency proceeding with respect to Borrowerthe related Seller; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating (n) comply with the provisions of its organizational documents; and (o) and will not hold itself out to be responsible for the relief from debts or the protection obligations of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditorsother Person.

Special Purpose Entity. Borrower shall: Each Seller shall cause each Seller Party Subsidiary to be a Special Purpose Entity that shall (ai) own no assets other than the assets specifically contemplated by the Program Agreements, and will not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreementby the Program Agreements; (bii) not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any guarantee thereofobligation), other than pursuant heretoto the Program Agreements; (ciii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any of its each Seller’s or Guarantor’s Affiliates; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ev) comply with the provisions of its organizational documents; (fvi) do all things necessary to observe organizational formalities and to preserve - 61 - its existence, and will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed changed, without the Buyer’s prior written consent of Lender which shall not be unreasonably withheldconsent; (gvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of its Affiliates; (hviii) 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 of its AffiliatesAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize a separate stationarytelephone number and separate stationery, invoices and checks; (iix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (jxi) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in parttransfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (kxii) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; (l) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of any of its Affiliates others; (xiii) not institute against, or join any other PersonPerson in instituting against such Seller Party Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate such Trust Subsidiary in connection with any Act of Insolvency with respect to any Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (nxvii) cause each of not pledge its direct and indirect owners assets to agree not to (i) file or consent to secure the filing obligations of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to other Person other than as contemplated by the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditorsProgram Agreements.

Special Purpose Entity. Borrower shall: Each Seller shall cause each Seller Party Subsidiary to be a Special Purpose Entity that shall (ai) own no assets other than the assets specifically contemplated by the Program Agreements, and will not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreementby the Program Agreements; (bii) not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any guarantee thereofobligation), other than pursuant heretoto the Program Agreements; (ciii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any of its each Seller’s or Guarantor’s Affiliates; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ev) comply with the provisions of its organizational documents; (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed changed, without the Buyer’s prior written consent of Lender which shall not be unreasonably withheldconsent; (gvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of its Affiliates; (hviii) 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 of its AffiliatesAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize a separate stationarytelephone number and separate stationery, invoices and checks; (iix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (jxi) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in parttransfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (kxii) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; (l) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of any of its Affiliates others; (xiii) not institute against, or join any other PersonPerson in instituting against such Seller Party Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate such Trust Subsidiary in connection with any Act of Insolvency with respect to any Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (nxvii) cause each of not pledge its direct and indirect owners assets to agree not to (i) file or consent to secure the filing obligations of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to other Person other than as contemplated by the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditorsProgram Agreements.

Special Purpose Entity. Borrower shall: Each Seller shall cause each Seller Party Subsidiary to be a Special Purpose Entity that shall (ai) own no assets other than the assets specifically contemplated by the Program Agreements, and will not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreementby the Program Agreements; (bii) not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any guarantee thereofobligation), other than pursuant heretoto the Program Agreements; (ciii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any of its each Seller’s or Guarantor’s Affiliates; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ev) comply with the provisions of its organizational documents; (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed changed, without the prior written consent of Lender which shall not be unreasonably withheldAdministrative Agent on behalf of Buyers; (gvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of its Affiliates; (hviii) 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 of its AffiliatesAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize a separate stationarytelephone number and separate stationery, invoices and checks; (iix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (jxi) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in parttransfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (kxii) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; (l) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of any of its Affiliates others; (xiii) not institute against, or join any other PersonPerson in instituting against such Seller Party Subsidiary any proceedings of the type referred to in the definition of Act of Insolvency hereunder or seek to substantively consolidate such Trust Subsidiary in connection with any Act of Insolvency with respect to any Seller; (xiv) will not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Agreements; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (nxvii) cause each of not pledge its direct and indirect owners assets to agree not to (i) file or consent to secure the filing obligations of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to other Person other than as contemplated by the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditorsProgram Agreements.

Special Purpose Entity. Borrower Participation Seller shall be a special purpose entity that shall: , unless otherwise consented to by Buyer in writing, (ai) own no assets other than the assets specifically contemplated by the Program Documents, and will not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreementby the Program Documents; (bii) not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any guarantee thereofobligation), other than pursuant heretoto the Program Documents; (ciii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any of its Affiliates; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ev) comply with the provisions of its organizational documents; (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents, or suffer the same to be amended, modified or otherwise changed changed, without the Buyer’s prior written consent of Lender which shall not be unreasonably withheldconsent; (gvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of its Affiliates; (hviii) 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 of its AffiliatesAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize a separate stationarytelephone number and separate stationery, invoices and checks; (iix) not enter into any transactions other than transactions specifically contemplated by the Program Documents with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (jxi) not engage in or suffer any change of ownership, dissolutiondissolution (to the fullest extent permitted by applicable law), winding up, liquidation, consolidation or merger in whole or in parttransfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (kxii) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; (l) Person and maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of any of its Affiliates others; (xiii) not institute against, or join any other PersonPerson in instituting against itself any proceedings of the type referred to in Sections 18(g)-(i) with respect to a Seller; (xiv) not hold itself out to be responsible for the debts or obligations of any other Person other than as set forth in the Program Documents; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; (xvii) not pledge its assets to secure the obligations of any other Person other than as contemplated by the Program Documents; and (nxviii) cause each not acquire any real estate owned property without the prior written consent of its direct and indirect owners to agree not to Buyer (collectively (i) file or consent to - (xviii), the filing of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditors“Special Purpose Entity Requirements”).

Special Purpose Entity. Borrower shall: Sellers shall cause REO Subsidiary to be a Special Purpose Entity that shall (ai) own no assets other than the assets specifically contemplated by the Program Agreements, and will not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreementby the Program Agreements; (bii) not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any guarantee thereofobligation), other than pursuant heretoto the Program Agreements; (ciii) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any of its Sellers’ Affiliates; (div) pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; (ev) comply with the provisions of its organizational documents; (fvi) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed changed, without the Buyer’s prior written consent of Lender which shall not be unreasonably withheld; (gvii) maintain all of its books, records, records and financial statements and bank accounts separate from those of its AffiliatesAffiliates (except that such financial statements may be to the extent consolidation is required under GAAP or as a matter of applicable law; provided, that (A) appropriate notation shall be made on such financial statements if prepared to indicate the separateness of the Sellers from such Affiliate and to indicate that the Sellers’ assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person, (B) such assets shall also be listed on the applicable Seller’s own separate balance sheet if prepared and (C) the Sellers shall file its own tax returns if filed, except to the extent consolidation is required or permitted under applicable law); (hviii) 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 of its AffiliatesAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationary, invoices and checksother; (iix) not enter into any transactions other than transactions specifically contemplated by the Program Agreements with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (x) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (jxi) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in parttransfer all or substantially all of its properties and assets to any Person (except as contemplated herein); (kxii) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; (l) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (xiii) not institute against, or join any other Person in instituting against REO Subsidiary any proceedings of its Affiliates 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; (xv) not form, acquire or hold any Subsidiary or own any equity interest in any other entity; (xvi) allocate fairly and reasonably any overhead for shared office space and services performed by an employee of an Affiliate; and (nxvii) cause each of not pledge its direct and indirect owners assets to agree not to (i) file or consent to secure the filing obligations of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditorsother Person.

Special Purpose Entity. Borrower shall: Unless otherwise consented to by Buyer in writing, and except as permitted by the Program Agreements or as otherwise prohibited by Requirements of Laws, Seller shall be a Special Purpose Entity that shall (a) own no assets, and will not own any assets nor engage in any business business, other than owning the assets and engaging in the transactions specifically contemplated hereunder and under every other document to be executed pursuant to this Loan Agreementby the Program Agreements; (b) not incur any indebtedness Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any guarantee thereofobligation), other than pursuant heretoto the Program Agreements; (c) not make any loans or advances to any Affiliate or third party, and shall not acquire obligations or securities of any of its Seller’s Affiliates; (d) pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets; (e) comply with the provisions of its organizational documentsGoverning Documents; (f) do all things necessary to observe organizational formalities and to preserve its existence, and will not amend, modify or otherwise change its organizational documentsGoverning Documents, or suffer same to be amended, modified or otherwise changed changed, without the Buyer’s prior written consent of Lender which shall not be unreasonably withheld; (g) maintain all of its books, records, records and financial statements and bank accounts separate from those of its AffiliatesAffiliates (except that such financial statements may be consolidated to the extent consolidation is required or permitted under GAAP or as a matter of applicable law); (h) 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 of its AffiliatesAffiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationary, invoices and checksother; (i) not enter into any transactions with any Affiliates except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction; (j) maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operationspurpose, transactions and liabilities; (jk) not engage in or suffer any change of ownership, dissolution, winding up, liquidation, consolidation or merger in whole or in parttransfer all or substantially all of its properties and assets to any Person (except as contemplated herein) or divide into two or more domestic limited liability companies; (kl) not commingle its funds or other assets with those of any of its Affiliates Affiliate or any other Person; (l) Person and shall maintain its properties and assets in such a manner that it will would not be costly or difficult to segregateidentify, segregate or ascertain or identify its individual properties and assets from those of others; (m) not institute against, or join any other Person in instituting against Seller, any proceedings of its Affiliates the type referred to in the definition of “Act of Insolvency” hereunder or seek to substantively consolidate Seller in connection with any Act of Insolvency with respect to any Person; (n) will not hold itself out to be responsible for the debts or obligations of any other Person; (o) 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 except as otherwise permitted by Requirements of Laws; and (nq) cause each of not pledge its direct and indirect owners assets to agree not to (i) file or consent to secure the filing obligations of any bankruptcy, insolvency or reorganization case or proceeding with respect to Borrower; institute any proceedings under any applicable insolvency law or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally with respect to Borrower; (ii) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequester, custodian or any similar official for Borrower or a substantial portion of its properties; or (iii) make any assignment for the benefit of Borrower's creditorsPerson except as contemplated hereunder.