Common use of Corporate Separateness Clause in Contracts

Corporate Separateness. (i) The Seller shall at all times maintain at least two independent directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates. (i) The Seller shall not direct or participate in the management of any of the Other Corporations’ operations. (ii) The Seller shall conduct its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations. (iii) The Seller shall at all times be adequately capitalized in light of its contemplated business. (iv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (v) The Seller shall maintain its assets and transactions separately from those of the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other Corporations. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Corporations. (vi) The Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Corporation. (vii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any Other Corporation. (viii) The Seller shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ix) The Seller shall hold regular duly noticed meetings of its Managers and make and retain minutes of such meetings. (x) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations. (xi) The Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by the Agreement and as contemplated by the Purchase Agreement. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (h) of Exhibit II to the Agreement.

Corporate Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom (x) director who is not currently and has not been during the five years preceding the date of the this Agreement an officer, director director, employee or employee of, or a major vendor or supplier shareholder of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective AffiliatesCompany. (iii) The Seller shall not direct or participate in the management of any of the Other CorporationsCompanies’ operations or of any other Person’s operations. (iiiii) The Seller shall conduct a portion of its business from an office separate from that of the Other Corporations Companies and any other Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies and any other Person. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and any other Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany or any other Person. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or any other Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany or any other Person. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies other than Purchaser Loans on the terms and conditions set forth in the Originator Purchase Agreement. (ixx) The Seller shall hold regular duly noticed meetings comply with all requirements of the laws of the State of Delaware with respect to its corporate formation and maintenance of its Managers and make and retain minutes of such meetingsindependent corporate existence. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Originator Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the “true sale/non-consolidation” opinion of Txxxxxxx Hxxx LLP delivered pursuant to paragraph (h) of Exhibit II to the AgreementSection 3.01(g).

Corporate Separateness. (i) The Seller Transferor shall at all times ---------------------- maintain at least two one independent directors each of whom director who (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller Originator or any Other Corporation, (y) is not a current or former officer or employee of the Seller Originator and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates. (iii) The Seller Transferor shall not direct or participate in the management of any of the Other Corporations’ ' operations. (iiiii) The Seller Transferor shall conduct its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller Transferor shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations. (iiiiv) The Seller Transferor shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller Transferor shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller Transferor shall maintain its assets and transactions separately from those of the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations. The Seller Transferor shall hold itself out to the public under the Seller’s Transferor's own name as a legal entity separate and distinct from the Other Corporations. The Seller Transferor shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Corporations. (vivii) The Seller Transferor shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Corporation. (viiviii) The Seller Transferor shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any Other Corporation. (viiiix) The Seller Transferor shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ixx) The Seller Transferor shall hold regular duly noticed meetings of its Managers Board of Directors and make and retain minutes of such meetings. (xxi) The Seller Transferor shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations. (xixii) The Seller Transferor shall not engage in any transaction with any of the Other Corporations, except as permitted by the Agreement and as contemplated by the Purchase Agreementits certificate of incorporation. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (h) of Exhibit II to the Agreement.

Corporate Separateness. The Seller acknowledges that the Agent, the Purchasers and the Purchaser Agents are entering into the transactions contemplated by this Agreement in reliance upon the Seller’s identity as a legal entity that is separate from the Originator. Therefore, from and after the date of execution and delivery of the Agreement, the Seller shall take all reasonable steps, including all steps that the Agent or the Purchasers and the Purchaser Agents may from time to time reasonably request, to maintain the Seller’s identity as a separate legal entity and to make it manifest to third parties that the Seller is an entity with assets and liabilities distinct from those the Originator and any Affiliates thereof (other than the Seller) and not (for purposes other than income taxes) just a division of the Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, Seller covenants as follows: (i) The Seller shall at all times maintain at least two one independent directors each of whom director who (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation(except for such member), (y) is not a current or former officer or employee of the Seller and (z) is not a material stockholder of any Other Corporation or any Affiliates of their respective Affiliatesthe Seller. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ operationsoperations of an Affiliate of the Seller. (iiiii) The Seller shall conduct maintain a separate principal office through which its business from an shall be conducted, which office separate from that of the Other Corporations (but which may be located in identifiable space within the same facility as headquarters of one or more of the Other Corporations)Affiliates of the Seller. The Seller shall have stationery and other business forms and a mailing address and a telephone number listing separate from that of the Other CorporationsAffiliates of the Seller. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Affiliates of the Seller and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Affiliates of the Seller and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsAffiliates of the Seller. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other CorporationsAffiliates of the Seller. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsAffiliates of the Seller. (vivii) The Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt debt or contractual obligation of any Other CorporationAffiliates of the Seller. (viiviii) Except as otherwise specifically provided herein, the Seller shall maintain the funds or other assets of the Seller separate from and not commingled with those of any Affiliates of the Seller and only maintain bank accounts or other depository accounts to which the Seller alone is the account party, into which the Seller alone makes deposits and from which the Seller alone (or the Agent hereunder) has the power to make withdrawals. (ix) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Affiliates of the Seller or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationAffiliates of the Seller. (viiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsAffiliates of the Seller. (ixxi) The Seller shall hold regular duly noticed meetings of its Managers members and make and retain minutes of such meetings. (xxii) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsAffiliates of the Seller. (xixiii) The Seller shall not engage in any transaction with any of the Other CorporationsAffiliates of the Seller, except as permitted by the Agreement and as contemplated by the Purchase Agreement. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (h) of Exhibit II to the Agreement.

Corporate Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom director who (x) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other CorporationCompany, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation Company or any of their respective Affiliates. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ Companies' operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies other than as contemplated under the Originator Purchase Agreement. (ixx) The Seller shall hold regular duly noticed meetings of its Managers Board of Directors and make and retain minutes of such meetings. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Originator Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in Sections 2 through 4 on pages 5-8 of the opinion of Cravath, Swaine & Mxxxx delivered pursuant to paragraph (hSection 3.01(g) of Exhibit II and designated as Annex C to the this Agreement.

Corporate Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom (x) director who is not currently and has not been during the five years preceding the date of the this Agreement an officer, director director, employee or employee of, or a major vendor or supplier shareholder of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective AffiliatesCompany. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ Companies' operations or of any other Person's operations. (iiiii) The Seller shall conduct a portion of its business from an office separate from that of the Other Corporations Companies and any other Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies and any other Person. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and any other Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany or any other Person. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or any other Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany or any other Person. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies other than Purchaser Loans on the terms and conditions set forth in the Originator Purchase Agreement. (ixx) The Seller shall hold regular duly noticed meetings comply with all requirements of the laws of the State of Delaware with respect to its corporate formation and maintenance of its Managers and make and retain minutes of such meetingsindependent corporate existence. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Originator Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the "true sale/non-consolidation" opinion of Pepper Hamilton LLP delivered pursuant to paragraph (hSection 3.01(g) of Exhibit II and designated ax Xxxxx C to the this Agreement.

Corporate Separateness. (ia) The Seller Borrower covenants to take the following actions, and the Servicer covenants to cause the Borrower to take the following actions: The Borrower shall at all times maintain at least two independent directors each of whom one Independent Manager (x) as such term is not currently and has not been during defined in the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective AffiliatesLimited Liability Company Agreement). (ib) The Seller Borrower shall not direct or participate in the management of any of the operations of the Other Corporations’ operationsCompanies. (iic) The Seller Borrower shall conduct its business from an allocate fairly and reasonably any overhead for shared office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations)space. The Seller Borrower shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiid) The Seller Borrower shall at all times be adequately capitalized in light of its contemplated business. (ive) The Seller Borrower shall at all times provide for its own operating expenses and liabilities from its own funds. (vf) The Seller Borrower shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller Borrower shall hold itself out to the public under the Seller’s Borrower's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller Borrower shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vig) The Seller Borrower shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt Indebtedness or contractual obligation of any Other CorporationCompany. (viih) The Seller Borrower shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim a Lien on any of its assets to secure any obligation of any Other CorporationXxxxx Xxxxxny. (viiii) The Seller Borrower shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies. (ixj) The Seller Borrower shall hold regular duly noticed meetings of conduct its Managers business in its own name and make and retain minutes of such meetingsstrictly comply with all organizational formalities to maintain its separate existence. (xk) The Seller Borrower shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xil) The Seller Borrower shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by this Agreement or the Agreement Articles of Organization and as contemplated by the Purchase Repurchase Agreement. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (h) of Exhibit II to the Agreement.

Corporate Separateness. (i) The Seller shall at all times maintain at least two independent directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates. (i) The Seller shall not direct or participate in the management of any of the Other Corporations’ operations. (ii) The Seller shall conduct its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations. (iii) The Seller shall at all times be adequately capitalized in light of its contemplated business. (iv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (v) The Seller shall maintain its assets and transactions separately from those of the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other Corporations. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Corporations. (vi) The Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Corporation. (vii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any Other Corporation. (viii) The Seller shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ix) The Seller shall hold regular duly noticed meetings of its Managers and make and retain minutes of such meetings. (x) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 UCC1 financing statements, with respect to all assets purchased from any of the Other Corporations. (xi) The Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by the Agreement and as contemplated by the Purchase Agreement. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (h) of Exhibit II to the Agreement.

Corporate Separateness. (ia) The Seller Borrower covenants to take the following actions, and the Servicer covenants to cause the Borrower to take the following actions: The Borrower shall at all times maintain at least two independent directors each one Independent Director (as such term is defined in the Articles of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective AffiliatesOrganization). (ib) The Seller Borrower shall not direct or participate in the management of any of the operations of the Other Corporations’ operationsCompanies. (iic) The Seller Borrower shall conduct its business from an allocate fairly and reasonably any overhead for shared office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations)space. The Seller Borrower shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiid) The Seller Borrower shall at all times be adequately capitalized in light of its contemplated business. (ive) The Seller Borrower shall at all times provide for its own operating expenses and liabilities from its own funds. (vf) The Seller Borrower shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller Borrower shall hold itself out to the public under the Seller’s Borrower's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller Borrower shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vig) The Seller Borrower shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt Indebtedness or contractual obligation of any Other CorporationCompany. (viih) The Seller Borrower shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim xxxxx x Xxxx on any of its assets to secure any obligation of any Other CorporationCompany. (viiii) The Seller Borrower shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies. (ixj) The Seller Borrower shall hold regular duly noticed meetings of conduct its Managers business in its own name and make and retain minutes of such meetingsstrictly comply with all organizational formalities to maintain its separate existence. (xk) The Seller Borrower shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xil) The Seller Borrower shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by this Agreement or the Agreement Articles of Organization and as contemplated by the Purchase Repurchase Agreement. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (h) of Exhibit II to the Agreement.

Corporate Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom manager who (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director director, manager or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is (except through a mutual fund or similar pooled investment vehicle) not a stockholder or equity owner of any Other Corporation or any of their respective Affiliates. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ other Person’s operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations any other Person (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporationsany other Person. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of any other Person and the Other Corporations and Seller shall reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other Person, it being acknowledged that the Other CorporationsSeller will be a Subsidiary reflected in the consolidated financial statements of SPX. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other Corporationsany other Person. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Corporationsany other Person. (vivii) The Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any other Person. The membership interests of the Seller and any Debt (whether or not represented by promissory notes) of or issued by the Seller to SPX or any of its Subsidiaries may not be pledged to secure Debt of SPX or any Other Corporation. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation other Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other Corporationother Person. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of other Person except as contemplated by the Other CorporationsAgreement or the Purchase and Contribution Agreement. (ixx) The Seller shall to the extent required by applicable law hold regular duly noticed meetings (or authorize actions by unanimous written consent) of its Board of Managers and make and retain minutes of such meetings. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 UCC1 financing statements, with respect to all assets (other than Receivables or interests therein acquired under the Purchase and Contribution Agreement) purchased from any of the Other Corporations. (xixii) The Seller shall not engage in any transaction with any of the Other Corporationsother Person, except as permitted by the Agreement and as contemplated by the Purchase and Contribution Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) in all material respects each of the facts and assumptions contained in the “Assumptions of Fact” section of the opinion of bankruptcy counsel delivered pursuant to paragraph (hg) of Exhibit II to the Agreement. (xiv) The Seller will not commingle its funds or assets with those of any other person or entity. The Seller will provide separately for its expenses and liabilities from its own funds, and will fairly and reasonably allocate any expenses associated with services provided by common employees, office space, or other overhead and administrative expenses with any affiliate. (xv) The Seller will not identify itself as a division of any other person or entity, and will hold itself out to creditors and the public as a legal entity separate and distinct from any other entity and will correct any known misunderstanding regarding its separate identity. (xvi) The Seller will transact all business with affiliates on an arms’ length basis and pursuant to commercially reasonable agreements. (xvii) After entering into the transactions contemplated by this Agreement and the Purchase and Contribution Agreement, the Seller will not transfer any of its assets to SPX other than (i) transfers for fair or reasonably equivalent consideration and without the intent to hinder, delay or defraud the Seller’s creditors, and (ii) distributions that are not fraudulent or in violation of applicable entity law. If, after entering into the transactions contemplated by this Agreement and the Purchase and Contribution Agreement, SPX transfers any of its assets to the Seller, the Seller will properly account for such transfers as capital contributions or sales made in accordance with the Purchase and Contribution Agreement and its Organizational Documents, as applicable. (xviii) No loans will be made by the Seller to SPX except for the Deferred Purchase Price Note. (xix) The Seller will not incur any indebtedness except in accordance with the Transaction Documents.

Corporate Separateness. (i) The Seller shall Xxxxxx xxxxl at all times maintain at least two one independent directors each of whom (x) director who is not currently and has not been during the five years preceding the date of the this Agreement an officer, director director, employee or employee of, or a major vendor or supplier shareholder of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective AffiliatesCompany. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ Companies' operations. (iiiii) The Seller shall conduct a portion of its business from an office separate from that of the Other Corporations Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies other than Purchaser Loans on the terms and conditions set forth in the Originator Purchase Agreement. (ixx) The Seller shall hold regular duly noticed meetings comply with all requirements of the laws of the State of Delaware with respect to its corporate formation and maintenance of its Managers and make and retain minutes of such meetingsindependent corporate existence. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Originator Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the "true sale/non-consolidation" opinion of Pepper Hamilton LLP delivered pursuant to paragraph (hSection 0.00(x) of Exhibit II xxx xxxignated as Annex C to the this Agreement.

Corporate Separateness. (i) The Seller shall at all times maintain at least two independent directors members each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement Original Closing Date an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ ' operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations. The Seller shall hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from the Other Corporations. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Corporations. (vivii) The Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Corporation. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any Other Corporation. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ixx) The Seller shall hold regular duly noticed meetings of its Managers Board of Directors and make and retain minutes of such meetings. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations. (xixii) The Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by the this Agreement and as contemplated by the Originator Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in listed on pages 3 through 7 of the opinion of Xxxxxx, Xxxxx & Xxxxxxx LLP delivered pursuant to paragraph (hSection 3.02(g) of Exhibit II and designated as Annex C to the this Agreement.

Corporate Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom director who (x) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other CorporationCompany, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation Company or any of their respective Affiliates. (i1) The Seller shall not direct or participate in the management of any of the Other CorporationsCompanies’ operations. (ii2) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iii3) The Seller shall at all times be adequately capitalized in light of its contemplated business. (iv4) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (v5) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vi6) The Seller shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany. (vii7) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany. (viii) 8) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies other than Purchaser Loans on the terms and conditions set forth in the Originator Purchase Agreement. (ix9) The Seller shall hold regular duly noticed meetings of its Managers Board of Directors and make and retain minutes of such meetings. (x10) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xi11) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Originator Purchase Agreement. (xii12) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in under the caption “Assumptions” on pages 3 - 5 of the opinion delivered pursuant of Squire, Xxxxxxx & Xxxxxxx L.L.P., dated September 28, 2000, and designated as Annex C to paragraph (h) of Exhibit II to the this Agreement.

Corporate Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom director who (x) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other CorporationCompany, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation Company or any of their respective Affiliates. (iii) The Seller shall not direct or participate in the management of any of the Other CorporationsCompanies’ operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies other than Purchaser Loans on the terms and conditions set forth in the Originator Purchase Agreement. (ixx) The Seller shall hold regular duly noticed meetings of its Managers Board of Directors and make and retain minutes of such meetings. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Originator Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained under (i) the captions “ASSUMPTIONS” and “THE TRANSACTIONS” in the true sale opinion delivered pursuant of Xxxxx & Xxxxxxxxx L.L.P., dated April 1, 2008, and (ii) the captions “ASSUMPTIONS — A. THE TRANSACTIONS” and “B. PROCEDURES AND RELATIONSHIPS” in the non-consolidation opinion of Xxxxx & Xxxxxxxxx L.L.P., dated April 1, 2008, which opinions are attached as Annex C to paragraph (h) of Exhibit II to the this Agreement.

Corporate Separateness. (ia) The Seller Borrower covenants to take the following actions, and the Servicer covenants to use its best efforts to cause the Borrower to take the following actions: The Borrower shall at all times maintain at least two independent directors each of whom one Independent Director (x) as such term is not currently and has not been during defined in the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective AffiliatesCharter). (ib) The Seller Borrower shall not direct or participate in the management of any of the operations of the Other Corporations’ operationsCompanies. (iic) The Seller Borrower shall conduct its business from an allocate fairly and reasonably any overhead for shared office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations)space. The Seller Borrower shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiid) The Seller Borrower shall at all times be adequately capitalized in light of its contemplated business. (ive) The Seller Borrower shall at all times provide for its own operating expenses and liabilities from its own funds. (vf) The Seller Borrower shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller Borrower shall hold itself out to the public under the Seller’s Borrower's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller Borrower shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vig) The Seller Borrower shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt Indebtedness or contractual obligation of any Other CorporationCompany. (viih) The Seller Borrower shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim xxxxx x Xxxx on any of its assets to secure any obligation of any Other CorporationCompany. (viiii) The Seller Borrower shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies. (ixj) The Seller Borrower shall hold regular duly noticed meetings of conduct its Managers business in its own name and make and retain minutes of such meetingsstrictly comply with all organizational formalities to maintain its separate existence. (xk) The Seller Borrower shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xil) The Seller Borrower shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by this Restated Loan Agreement or the Agreement Charter and as contemplated by the Purchase Repurchase Agreement. (xiim) The Seller shall comply with (and cause Borrower will limit its activities to be true and correct) each of the facts and assumptions contained those specified in the opinion delivered pursuant to paragraph (h) of Exhibit II to the AgreementCharter and has no Subsidiaries.

Corporate Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom (x) director who is not currently and has not been during the five years preceding the date of the this Agreement an officer, director director, employee or employee of, or a major vendor or supplier shareholder of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective AffiliatesCompany. (iii) The Seller shall not direct or participate in the management of any of the Other CorporationsCompanies’ operations or of any other Person’s operations. (iiiii) The Seller shall conduct a portion of its business from an office separate from that of the Other Corporations Companies and any other Person (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies and any other Person. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and any other Person and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or any other Person or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany or any other Person. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or any other Person or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany or any other Person. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies other than Purchaser Loans on the terms and conditions set forth in the Originator Purchase Agreement. (ixx) The Seller shall hold regular duly noticed meetings comply with all requirements of the laws of the State of Delaware with respect to its corporate formation and maintenance of its Managers and make and retain minutes of such meetingsindependent corporate existence. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Originator Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the “true sale/non-consolidation” opinion of Xxxxxx Xxxxxxxx LLP delivered pursuant to paragraph (hSection 3.01(g) of Exhibit II and designated as Annex C to the this Agreement.

Corporate Separateness. (i) The Seller shall at all times maintain at least two independent directors each of whom (x) is not currently and has not been during the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective Affiliates. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other Corporations. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Corporations. The Seller shall hold itself out to the public under the Seller’s own name as a legal entity separate and distinct from the Other Corporations. The Seller shall not hold itself out as having agreed to pay, or as being liable, liable primarily or secondarily, secondarily for, any obligations of the Other Corporations. (vivii) The Seller shall not maintain any joint account with any Other Corporation or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other Corporation. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim on any of its assets to secure any obligation of any Other Corporation. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other Corporations. (ixx) The Seller shall hold regular duly noticed meetings of its Managers and make and retain minutes of such meetings. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Corporations. (xixii) The Seller shall not engage in any transaction with any of the Other Corporations, except as permitted by the Agreement and as contemplated by the SPV Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (h) of Exhibit II to the Agreement.

Corporate Separateness. The Borrower covenants to take the following actions, and the Servicer covenants to cause the Borrower to take the following actions: (ia) The Seller Borrower shall at all times maintain at least two independent directors each of whom one Independent Manager (x) as such term is not currently and has not been during defined in the five years preceding the date of the Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other Corporation, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation or any of their respective AffiliatesLimited Liability Company Agreement). (ib) The Seller Borrower shall not direct or participate in the management of any of the operations of the Other Corporations’ operationsCompanies. (iic) The Seller Borrower shall conduct its business from an allocate fairly and reasonably any overhead for shared office separate from that of the Other Corporations (but which may be located in the same facility as one or more of the Other Corporations)space. The Seller Borrower shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiid) The Seller Borrower shall at all times be adequately capitalized in light of its contemplated business. (ive) The Seller Borrower shall at all times provide for its own operating expenses and liabilities from its own funds. (vf) The Seller Borrower shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller Borrower shall hold itself out to the public under the Seller’s Borrower's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller Borrower shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vig) The Seller Borrower shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt Indebtedness or contractual obligation of any Other CorporationCompany. (viih) The Seller Borrower shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation or grant an Adverse Claim a Lien on any of its assets to secure any obligation of any Other CorporationXxxxx Xxxxxny. (viiii) The Seller Borrower shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies. (ixj) The Seller Borrower shall hold regular duly noticed meetings of conduct its Managers business in its own name and make and retain minutes of such meetingsstrictly comply with all organizational formalities to maintain its separate existence. (xk) The Seller Borrower shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 UCC1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xil) The Seller Borrower shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by this Agreement, its Limited Liability Company Agreement and its Amended and Restated Certificate of Formation, dated as of August 6, 2003, filed with the Agreement Secretary of State of the State of Delaware, and as contemplated by the Purchase Repurchase Agreement. (xii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in the opinion delivered pursuant to paragraph (h) of Exhibit II to the Agreement.

Corporate Separateness. (i) The Seller shall at all times maintain at least two one independent directors each of whom director who (x) is not currently and has not been during the five years preceding the date of the this Agreement an officer, director or employee of, or a major vendor or supplier of services to, an Affiliate of the Seller or any Other CorporationCompany, (y) is not a current or former officer or employee of the Seller and (z) is not a stockholder of any Other Corporation Company or any of their respective Affiliates. (iii) The Seller shall not direct or participate in the management of any of the Other Corporations’ Companies' operations. (iiiii) The Seller shall conduct its business from an office separate from that of the Other Corporations Companies (but which may be located in the same facility as one or more of the Other CorporationsCompanies). The Seller shall have stationery and other business forms and a mailing address and a telephone number separate from that of the Other CorporationsCompanies. (iiiiv) The Seller shall at all times be adequately capitalized in light of its contemplated business. (ivv) The Seller shall at all times provide for its own operating expenses and liabilities from its own funds. (vvi) The Seller shall maintain its assets and transactions separately from those of the Other Corporations Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Corporations Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other CorporationsCompanies. The Seller shall hold itself out to the public under the Seller’s 's own name as a legal entity separate and distinct from the Other CorporationsCompanies. The Seller shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other CorporationsCompanies. (vivii) The Seller shall not maintain any joint account with any Other Corporation Company or become liable as a guarantor or otherwise with respect to any Debt or contractual obligation of any Other CorporationCompany. (viiviii) The Seller shall not make any payment or distribution of assets with respect to any obligation of any Other Corporation Company or grant an Adverse Claim on any of its assets to secure any obligation of any Other CorporationCompany. (viiiix) The Seller shall not make loans, advances or otherwise extend credit to any of the Other CorporationsCompanies other than Purchaser Loans on the terms and conditions set forth in the Originator Purchase Agreement. (ixx) The Seller shall hold regular duly noticed meetings of its Managers Board of Directors and make and retain minutes of such meetings. (xxi) The Seller shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other CorporationsCompanies. (xixii) The Seller shall not engage in any transaction with any of the Other CorporationsCompanies, except as permitted by the this Agreement and as contemplated by the Originator Purchase Agreement. (xiixiii) The Seller shall comply with (and cause to be true and correct) each of the facts and assumptions contained in under the caption "Assumptions" on pages 3 - 5 of the opinion of Squire, Sanders & Dempsey L.L.P. delivered pursuant to paragraph (hSexxxxx 0.01(x) of Exhibit II xxx designated as Annex C to the this Agreement.