Special Purpose Entity. At all times prior to the Collection Date, the Borrower has not and shall not:

Special Purpose Entity. The Borrower shall be in compliance with the special purpose entity requirements set forth in [Section 4.1(u)].

Special Purpose Entity. 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 # own no assets other than the assets specifically contemplated by the Facility Documents, and will not engage in any business, other than the assets and transactions specifically contemplated by the Facility Documents; # not incur any Indebtedness or obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation), other than pursuant to the Facility Documents; # 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 the REO Subsidiary Interests; # pay its debts and liabilities (including, as applicable, shared personnel expenses and overhead expenses) only from its own assets; # comply with the provisions of its organizational documents; # do all things necessary to observe organizational formalities and to preserve its existence, and not amend, modify or otherwise change its organizational documents, or suffer same to be amended, modified or otherwise changed, without the Buyer’s prior written consent; # maintain all of its books, records and financial statements separate from those of its Affiliates; # be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize a separate telephone number; # not enter into any transactions other than transactions specifically contemplated by the Facility Documents with any Affiliates; # maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; # not engage in or suffer any change in ownership, dissolution, winding up, liquidation, consolidation or merger or transfer all or substantially all of its properties and assets to any Person (except as contemplated herein); # not commingle its funds or other assets with those of any Affiliate or any other Person and shall maintain its properties and assets in such manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others; # not institute against, or join any other Person in instituting against the REO Subsidiary any proceedings of the type referred to in the definition of “Insolvency Event” hereunder or seek to substantively consolidate the REO Subsidiary in connection with any Insolvency Event with respect to any Seller; # not hold itself out to be responsible for the debts or obligations of any other Person; # not form, acquire or hold any Subsidiary or own any equity interest in any other entity other than PMC forming the

Special Purpose Entity Requirements. Each Loan Party shall at all times maintain at least one Independent Manager. The Borrower at all times shall comply in all material respects with the special purpose covenants set forth in Section 7 of its limited liability company agreement as in effect on the Closing Date and Holdings at all times shall comply in all material respects with the special purpose covenants set forth in Section 7 of its limited liability company agreement as in effect on the Closing Date. Each Loan Party Borrower shall at all times provide (and at all times such Loan Party’s organizational documents shall reflect) that the unanimous consent of all members (including the consent of the Independent Manager) is required for such Loan Party to # dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, # institute or consent to the institution of bankruptcy or insolvency proceedings against it, # file a petition seeking or consent to reorganization or relief under any applicable federal or State law relating to bankruptcy or insolvency,

Special Purpose Entity Requirements. Each Loan Party shall at all times maintain at least one Independent Manager. The Borrower at all times shall comply in all material respects with the special purpose covenants set forth in Section 7 of its limited liability company agreement as in effect on the Closing Date and Holdings at all times shall comply in all material respects with the special purpose covenants set forth in Section 7 of its limited liability company agreement as in effect on the Closing Date. Each Loan Party Borrower shall at all times provide (and at all times such Loan Party’s organizational documents shall reflect) that the unanimous consent of all members (including the consent of the Independent Manager) is required for such Loan Party to # dissolve or liquidate, in whole or part, or institute proceedings to be adjudicated bankrupt or insolvent, # institute or consent to the institution of bankruptcy or insolvency proceedings against it, # file a petition seeking or consent to reorganization or relief under any applicable federal or State law relating to bankruptcy or insolvency, # seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for such Loan Party, # make any assignment for the benefit of such Loan Party’s creditors or # admit in writing its inability to pay its debts generally as they become due.

Special Entity. Party B will be deemed to represent to Party A on the date on which it enters into a Transaction and all times until the termination of this Agreement that it is not a “special entity” as defined in the Act and the Regulations, or, in each case, under any successor statute or rule, including those enacted pursuant to Dodd Frank.

The Borrower at all times since its formation has been, and will continue to be, a limited liability company formed under the laws of the state of Delaware. The Borrower at all times since its formation has been, and will continue to be, duly qualified in its jurisdiction of formation and each other jurisdiction in which such qualification was or may be necessary for the conduct of its business, except where the failure to be so qualified in any jurisdiction would not reasonably be expected to have a Material Adverse Effect;

Single Purpose Entity. Each Borrower is a single purpose entity and complies with the single purpose entity requirements set forth in [Section 5.1.14] of this Agreement.

Single-Purpose Entity. In no event shall any Borrower, whether directly or indirectly, acquire any property or asset other than the Property nor commence any income generating activity not contemplated to be conducted by such Borrower as set forth in this Agreement until all Secured Obligations have been indefeasibly paid in full. Without limiting the preceding provisions of this [Section 5.1.14], each Borrower shall at all times until the Secured Obligations have been indefeasibly paid in full, be a Person, other than an individual, that # is formed or organized solely for the purpose of holding, directly, an ownership interest in the applicable Property, or any portion thereof, # does not engage in any business other than the ownership, management and operation of the applicable Property or any portion thereof, # does not have any # assets other than those related to its interest in the applicable Property or any portion thereof or # Indebtedness (except for the Loan and the Permitted Debt), # does not guarantee or otherwise become liable on or in connection with any obligation of any other Person, # does not enter into any contract or agreement with any stockholder, partner, principal, member or Affiliate of such Person or any Affiliate of any such stockholder, partner, principal, member or Affiliate except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s length basis with third parties other than an Affiliate, # does not incur, create or assume any Indebtedness (except for the Loan and Permitted Debt), # does not make any loans or advances to any other Person (including, without limitation, any Affiliate), # does not become insolvent or fail to pay its debts from its assets as the same shall become due, provided, however, that nothing in this clause (h) shall require any owner or principal of any Borrower or any other Person to make any capital contribution or other contribution of cash or assets to such Borrower # does not fail to conduct and operate its business in all material respects as previously conducted and operated, # does not fail to pay its debts from its assets as the same shall become due, # does not fail to maintain its books and records and bank

. Each Borrower covenants and agrees that it has not and shall not: