Common use of Maintenance of Separate Existence Clause in Contracts

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitation: (a) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (f) maintaining its financial records separate and apart from those of any other Person; (g) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiary; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiary; and (o) maintaining a record with respect to any material asset purchased from the Parent, the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Code.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary The Collection Agent will, and Class II Restricted Subsidiarywill direct the Borrower to, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from maintain the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its Borrower’s limited liability company existence separate and apart from that the Transferor and all other Affiliates of the ParentBorrower (including any Originator), including doing or directing the Borrower to do, as specified, the Borrower and the Class I Restricted Subsidiaries including, without limitationfollowing: (ai) practicing and adhering to organizational corporate formalities, such as maintaining appropriate corporate books and records, and directing the Borrower to practice and adhere to limited liability company formalities, such as maintaining appropriate limited liability company books and records; (bii) observing directing the Borrower to maintain at all organizational formalities times at least one Independent Director who (v) is not currently and has not been during the five years preceding the date of this Agreement an officer, director, employee or supplier of an Affiliate of the Borrower, the Transferor or any of the Originators or any of their Subsidiaries (except the Borrower) (provided, however, that a member of the board of directors who satisfies the requirements of this clause (ii) shall not be disqualified from serving as an Independent Director if he or she is also an independent director of an Affiliate of the Borrower or any of the Originators or any of their Subsidiaries which is a special purpose bankruptcy-remote entity), (w) is not a current or former officer or employee of the Borrower, (x) is not an equity holder of the Transferor, any of the Originators or any of their respective Subsidiaries or Affiliates, (y) is an employee of a nationally recognized provider of corporate or structured finance services, and (z) may not be removed by the Borrower’s equity holders or board of directors except (A) for cause, (B) in connection the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (C) with all dealings between itself the consent of the Administrative Agent and the ParentManaging Agents; provided, that any such removal pursuant to clause (A) or (B) shall not be effective until at least 10 Business Days after written notice to the Independent Director, the Borrower Administrative Agent and the Class I Restricted SubsidiariesManaging Agents of such removal and the grounds therefor; (ciii) observing directing the Borrower to own or lease pursuant to written leases all procedures required by office furniture and equipment necessary to operate its organizational documents and the laws of the jurisdiction of its organizationbusiness; (div) acting solely in its name and through its duly authorized officers directing the Borrower to refrain from (A) guaranteeing or agents in the conduct otherwise becoming liable for any obligations of any of its businessesAffiliates, (B) having obligations guaranteed by its Affiliates and (C) holding itself out as responsible for debts of any of its Affiliates or for decisions or actions with respect to the affairs of any of its Affiliates; (ev) maintaining its directing the Borrower to hold all of the Borrower’s deposit and other bank accounts and all of its the Borrower’s assets separate from those of any other Person; (fvi) maintaining all of its financial records separate and apart from those of any other PersonPerson and ensuring that any of the Parent’s and Originator’s consolidated financial statements contain appropriate disclosures concerning the Borrower’s separate existence, except, in each case, as may be required by GAAP; (gvii) not suggesting directing the Borrower, to the extent applicable, to compensate all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in any wayrespect of services provided to it by employees, within officers, consultants and agents of such Affiliate, out of its financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiaryown funds; (hviii) ensuring if the Borrower leases or occupies any office space, directing the Borrower to maintain office space that the responsible officers is physically segregated from that of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all any of its actionsAffiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and, if it requires the use of a telephone, directing the Borrower to maintain a separate telephone number which will be answered only in the Borrower’s name; (iix) ensuring accounting for and managing, and directing the receipt Borrower to account for and manage, all of proper authorization, when necessary, in accordance with the terms Borrower’s liabilities separately from those of any of its organizational documents for its actionsAffiliates; (jx) not (A) having or incurring any Indebtedness to the Parentallocating, and directing the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parentto allocate, the Borrower (other than Peso Subfacility Loans and Thirdon an arm’s-Party Peso Loanslength basis, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expensesexpenses shared by the Borrower and any of its Affiliates, including, without limitation, including those associated with the services of shared executive officers, employees, consultants and agents, agents and shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining software; (xi) directing the Borrower to refrain from engaging in any transaction with paying dividends or making distributions, loans or other advances to any of the Parentits Affiliates except, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiaryin each case, as contemplated or permitted by the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons Facility Documents and (y) only with as duly authorized by the proper approval Borrower’s board of directors and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableapplicable limited liability company law; (lxii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding Insolvency Proceeding involving the ParentTransferor, the Borrower Borrower, any Originator or any Class I Restricted Subsidiary other Affiliate of the Borrower to substantively consolidate the Parent, assets and liabilities of the Borrower with the assets and liabilities of any such Person or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiaryother Affiliate of the Borrower; (mxiii) remaining Solventmaintaining adequate capitalization in light of its business and purpose; (nxiv) conducting directing the Borrower to conduct all of its the Borrower’s business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiaryname; and (oxv) maintaining a record with respect to any material asset purchased from the Parent, directing the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) andto require that the Borrower’s employees, if appropriateany, filings under when conducting the Uniform Commercial CodeBorrower’s business identify themselves as such and not as employees of any other Affiliate of the Borrower (including by means of providing appropriate employees with business or identification cards identifying such employees as the Borrower’s employees); and (xvi) complying with (and causing to be true and correct), and directing the Borrower to comply with (and cause to be true and correct) each of the facts and assumptions regarding the Borrower contained “Section I - Assumptions of Fact” of the opinion of Xxxxxxxx & Xxxxx LLP pursuant to Section 3.01.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do The Borrower shall take all things necessary reasonable steps to continue its identity as a separate legal entity and to be readily distinguishable make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of the ParentAffiliated Entities or any other Person, and that it is not a division of any of the Affiliated Entities or any other Person. In that regard the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationshall: (ai) practicing maintain its limited liability company existence and adhering make independent decisions with respect to organizational formalitiesits daily operations and business affairs and, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and other than pursuant to the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws terms of the jurisdiction limited liability company agreement of its organization; (d) acting solely the Borrower, not be controlled in its name and through its duly authorized officers making such decisions by any other Affiliated Entity or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (fii) maintaining maintain its financial records separate assets in a manner which facilitates their identification and apart segregation from those of any of the other PersonAffiliated Entities; (giii) not suggesting in any wayexcept as expressly otherwise permitted hereunder, within its financial statements, that its assets are available to pay conduct all intercompany transactions with the claims of creditors of the Parent, other Affiliated Entities on terms which the Borrower or any Class I Restricted Subsidiaryreasonably believes to be on an arm’s length basis; (hiv) ensuring that the responsible officers except as contemplated under any Transaction Document, not guarantee any obligation of any of the Unrestricted Subsidiary or Class II Restricted Subsidiaryother Affiliated Entities, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all nor have any of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower any other Affiliated Entity or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (v) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Transaction Documents or the Tax Equity Financing Documents, not permit the Borrower commingling or any Class I Restricted Subsidiary; (F) operating pooling of its funds or purporting to operate as an integrated, single economic unit other assets with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)other Affiliated Entity; (kvi) causing the Unrestricted Subsidiaries maintain separate deposit and the Class II Restricted Subsidiaries other bank accounts to reimburse the Borrower and which no other Affiliated Entity has any access; (vii) compensate (either directly or through reimbursement of its other Subsidiaries for the respective shares (determined on a commercially reasonable basisallocable share of any shared expenses) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, and Affiliated Entities, to the extent applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliated Entities, in each case, either directly from the Borrower’s own funds or indirectly through documented capital contributions from SEC, the Seller (Solar Loans), the Seller (Solar Assets) or any other direct or indirect parent of the Borrower; (viii) have agreed, in writing, with each of the other relevant Affiliated Entities to allocate among themselves, shared computer overhead and corporate operating services and expenses which are not reflected in documentation in connection with a Takeout Transaction (including without limitation the services of shared employees, consultants and agents and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered; (ix) pay for its own account, directly from the Borrower’s own funds or indirectly through documented capital contributions from any of SEC, the Seller (Solar Loans), the Seller (Solar Assets), or any other direct or indirect parent of the Borrower, for accounting and payroll services, rent, lease and other office equipment expenses (or its allocable share of any such amounts provided by one or more other Affiliated Entity) and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with not have such operating expenses (or the Borrower’s allocable share thereof) paid by any of the ParentAffiliated Entities; provided, that SEC or another Affiliated Entity shall be permitted to pay the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated initial organizational expenses of the Borrower; (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name through its duly authorized officers, employees and agents, including the Manager and the Servicer; (other than using servicemarks, trademarks, slogans xi) not make or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as declare any distributions of cash or property to the identity holders of each its equity securities or make redemptions or repurchases of its equity securities, in either case, on a periodic basis any more frequently than monthly or otherwise, in certain other irregular cases, in accordance with appropriate limited liability company formalities and consistent with sound business judgment; and all such distributions, redemptions or repurchases shall only be permitted hereunder to the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiaryextent that no Event of Default then exists or would result therefrom; and (oxii) maintaining a record otherwise practice and adhere to limited liability company formalities such as complying with respect to any material asset purchased from the Parentits organizational documents and member and board of director resolutions, the Borrower or any Class I Restricted Subsidiaryholding of regularly scheduled meetings of the member and board of directors, including bills and maintaining complete and correct books and records and minutes of sale (or any similar instrument meetings and other proceedings of assignment) and, if appropriate, filings under the Uniform Commercial Codeits member and board of directors.

Maintenance of Separate Existence. With respect In order to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its corporate existence separate and apart from that of the ParentWWI, the Borrower any Subsidiary of WWI and the Class I Restricted Subsidiaries includingany Affiliates thereof and any other Person, it will perform all necessary acts to maintain such separation, including without limitation:, (ai) practicing and adhering to organizational corporate formalities, such as maintaining appropriate corporate books and records; (bii) observing all organizational formalities in connection complying with all dealings between itself and the Parent, the Borrower and the Class I Restricted SubsidiariesArticle Sixth of its certificate of incorporation; (ciii) observing owning or leasing (including through shared arrangements with Affiliates) all procedures required by office furniture and equipment necessary to operate its organizational documents and the laws of the jurisdiction of its organizationbusiness; (div) acting solely in its name and through its duly authorized officers refraining from (A) guaranteeing or agents in the conduct otherwise becoming liable for any obligations of any of its businessesAffiliates or any other Person, (B) having its Obligations guaranteed by its Affiliates or any other Person (except as otherwise contemplated by the Loan Documents), (C) holding itself out as responsible for debts of any of its Affiliates or any other Person or for decisions or actions with respect to the affairs of any of its Affiliates or any other Person, and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate; (ev) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (fvi) maintaining its financial records separate and apart from those of any other Person; (gvii) not suggesting compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in any wayrespect of services provided to it by employees, within officers, consultants and agents of such Affiliate, out of its financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiaryown funds; (hviii) ensuring maintaining any owned or leased office space separate and apart from that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all any of its actions; Affiliates (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms even if such office space is subleased from or is on or near premises occupied by any of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8Affiliates); (kix) causing accounting for and managing all of its liabilities separately from those of any of its Affiliates and any other Person, including, without limitation, payment directly by the Unrestricted Subsidiaries SP1 Borrower of all payroll, accounting and the Class II Restricted Subsidiaries to reimburse the Borrower other administrative expenses and its other Subsidiaries for the respective shares taxes; (determined x) allocating, on a commercially reasonable an arm's-length basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of , all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, agents and shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicablesoftware; (lxi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parentit, the Borrower WWI, any Subsidiary of WWI, any Affiliate thereof or any Class I Restricted Subsidiary other Person to substantively consolidate the Parentit with WWI, the Borrower any Subsidiary of WWI, any Affiliate thereof or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiaryother Person; (mxii) remaining Solventsolvent; (nxiii) conducting all of its business (whether written or oral) solely in its own name name; (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common xiv) refraining from commingling its assets with those used by of any of its Affiliates or any other Person; (xv) maintaining an arm's-length relationship with all of its Affiliates; (xvi) refraining from acquiring obligations or securities of WWI, any Subsidiary of WWI or any Affiliate thereof; (xvii) refraining from pledging its assets for the Borrower and benefit of any of its Restricted Subsidiaries) so Affiliates or any other Person or making any loans or advances to any of its Affiliates or any other Person (in each case, except as not to mislead others as otherwise permitted pursuant to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted SubsidiaryLoan Documents); and (oxviii) maintaining a record with respect to correcting any material asset purchased from the Parent, the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Codeknown misunderstanding regarding its separate identity.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do The Borrower shall take all things necessary reasonable steps to continue its identity as a separate legal entity and to be readily distinguishable make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of the ParentAffiliated Entities or any other Person, and that it is not a division of any of the Affiliated Entities or any other Person. In that regard the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationshall: (ai) practicing maintain its limited liability company existence, make independent decisions with respect to its daily operations and adhering business affairs, not amend, modify, terminate or fail to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection comply with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by provisions of its organizational documents and the laws documents, not merge into or consolidate with any Person, or dissolve, terminate, liquidate in whole or in part, transfer or otherwise dispose of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers all or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and substantially all of its assets separate from those or change its legal structure, and, other than pursuant to the terms of the limited liability company agreement of the Borrower, not be controlled in making such decisions by any other Affiliated Entity or any other Person; (fii) maintaining maintain its financial records separate assets in a manner which facilitates their identification and apart segregation from those of any of the other PersonAffiliated Entities; (giii) not suggesting in except as expressly otherwise permitted hereunder, conduct all intercompany transactions or enter into any way, within its financial statements, contract or agreement with the other Affiliated Entities except upon terms and conditions that its assets are intrinsically fair and substantially similar to those that would be available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiaryon an arm’s length basis with unaffiliated third parties; (hiv) ensuring that the responsible officers except as contemplated under any Transaction Document, not assume or guarantee any obligation of any of the Unrestricted Subsidiary or Class II Restricted Subsidiaryother Affiliated Entities, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all nor have any of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having obligations assumed or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by any other Affiliated Entity, pledge its assets for the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent benefit of any guarantee permitted by Section 7.8; (D) making any loans other Affiliated Entity, or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (v) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Transaction Documents, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the ParentSAP Financing Documents, the Borrower SAP NTP Financing Documents or any Class I Restricted Subsidiary; (G) seeking to obtain credit the Tax Equity Financing Documents, not permit the commingling or incur any obligation to any third party based upon pooling of its funds or other assets with the assets of the Parentany other Affiliated Entity or make any loans or advances to any other Affiliated Entity; (vi) maintain separate deposit and other bank accounts to which no other Affiliated Entity has any access; (vii) compensate (either directly or through reimbursement of its allocable share of any shared expenses) all employees, the Borrower or any Class I Restricted Subsidiary (except consultants and agents, and Affiliated Entities, to the extent of applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliated Entities, in each case, either directly from the Borrower’s own funds or indirectly through documented capital contributions from Parent or any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness other direct or indirect parent of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)Borrower; (kviii) causing have agreed with each of the Unrestricted Subsidiaries other relevant Affiliated Entities to allocate among themselves, through documented intercompany transactions, including documented capital contributions from Parent or any other direct or indirect parent of the Borrower, shared overhead and corporate operating services and expenses which are not reflected in documentation in connection with a Takeout Transaction (including the Class II Restricted Subsidiaries to reimburse services of shared employees, consultants and agents and reasonable legal and auditing expenses) on the Borrower basis of actual use or the value of services rendered, and its other Subsidiaries for the respective shares (determined otherwise on a commercially reasonable basisbasis reasonably related to actual use or the value of services rendered; (ix) pay for its own account, directly from the Borrower’s own funds or indirectly through documented capital contributions from Parent or any other direct or indirect parent of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating servicesBorrower, leases and expensesits own liabilities, including, without limitation, those associated with the services of shared executive officersfor accounting and payroll services, employeesrent, consultants and agents, shared computer lease and other office equipment expenses (or its allocable share of any such amounts provided by one or more other Affiliated Entity) and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with not have such liabilities or operating expenses (or the Borrower’s allocable share thereof) paid by any of the ParentAffiliated Entities; provided, that Parent or another Affiliated Entity shall be permitted to pay the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated initial organizational expenses of the Borrower; (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name through its duly authorized officers, employees and agents, including the Facility Administrator, hold itself out to the public as a legal entity separate and distinct from any other Affiliated Entity, and correct any known misunderstanding regarding its separate identity; (xi) maintain a sufficient number of employees in light of its contemplated business operations, and 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; (xii) maintain its books, records, resolutions and agreements as official records, and shall maintain all of its books, records, financial statements and bank accounts separate from those of any other than using servicemarksAffiliated Entity, trademarksand shall not permit its assets to be listed on the financial statement of any other Affiliated Entity; provided, slogans however, that the Borrower’s assets may be included in a consolidated financial statement of its affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Borrower and such affiliates and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such affiliates or similar Intellectual Property which are any other Person and (ii) such assets shall be listed on the Borrower’s own separate balance sheet; (xiii) except as provided in common with those used the limited liability company agreement of the Borrower, not acquire obligations or securities of any other Affiliated Entities, or identify its members or the other Affiliated Entities, as applicable, as a division or part of it; (xiv) file its own tax returns unless prohibited by Applicable Law from doing so (except that the Borrower may file or may include its filing as part of a consolidated or combined federal, state or local tax return, to the extent required and/or permitted by Applicable Law, provided that, there shall be an appropriate notation indicating the separate existence of the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower assets and any Class I Restricted Subsidiaryliabilities); and (oxv) maintaining a record otherwise practice and adhere to corporate formalities such as complying with respect to any material asset purchased from the Parentits organizational documents and member and Facility Administrator resolutions, the Borrower or holding of regularly scheduled meetings of members and Facility Administrator, use stationery, invoices and checks separate from those of any Class I Restricted Subsidiaryother Affiliated Entity, including bills and maintaining complete and correct books and records and minutes of sale (or any similar instrument meetings and other proceedings of assignment) and, if appropriate, filings under the Uniform Commercial Codeits members and Facility Administrator.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary The QI covenants and Class II Restricted Subsidiary, cause such Subsidiary to agrees that it shall do all things necessary to continue to be readily distinguishable from the Parent, the Borrower Owner and the Class I Restricted Subsidiaries its affiliates and maintain its corporate existence separate and apart from that of the Parent, the Borrower Owner and the Class I Restricted Subsidiaries its affiliates including, without limitation: (a) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the ParentOwner, the Borrower and the Class I Restricted Subsidiariesaffiliates or any unaffiliated entity with respect to Owner; (c) observing all procedures required by its organizational documents certificate of incorporation, its by-laws and the laws of the jurisdiction state of its organizationincorporation; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) managing its business and affairs by or under the direction of its board of directors; (f) ensuring that its board of directors duly authorizes all of its actions; (g) maintaining at least two directors who are Independent Directors and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Directors; (h) owning or leasing (including through shared arrangements with affiliates) all office furniture and equipment necessary to operate its business; (i) not: (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or its affiliates or any other Person; (C) having obligations guaranteed by Owner or its affiliates or any other Person; (D) holding itself out as responsible for debts of Owner or its affiliates or any other Person or for decisions or actions with respect to the affairs of Owner or its affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (H) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; (j) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (fk) maintaining its financial records separate and apart from those of any other Person; (gl) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of the ParentOwner, the Borrower its affiliates or any Class I Restricted Subsidiaryother Person; (hm) ensuring compensating all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds; (n) maintaining office space separate and apart from that the responsible officers of the Unrestricted Subsidiary Owner, its affiliates and any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Person; (o) conducting all oral and written communications, including letters, invoices, purchase orders, contracts, statements, and applications solely in its own name; (p) having separate stationery from Owner, its affiliates or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize any other Person; (q) accounting for and managing all of its actionsliabilities separately from those of Owner, its affiliates and any other Person; (ir) ensuring the receipt of proper authorizationallocating, when necessaryon an arm’s-length basis, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, including those associated with the services of shared executive officers, employees, consultants and agents, agents and shared computer and other office equipment and software and shared telephone numberssoftware; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on maintaining an armsarm’s-length basis relationship with unaffiliated Persons each of Owner, its affiliates and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableany other Person; (ls) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary Owner to substantively consolidate the Parent, the Borrower Owner with an affiliate or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiaryother Person; (mt) remaining Solventsolvent and assuring adequate capitalization for the business in which it is engaged; (nu) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted SubsidiaryOwner or its affiliates; and (ov) maintaining a record with respect to not taking any material asset purchased from Material Action without the Parent, the Borrower or any Class I Restricted Subsidiary, including bills affirmative vote of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Codeits Independent Directors.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do The Borrower shall take all things necessary reasonable steps to continue its identity as a separate legal entity and to be readily distinguishable make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of the ParentAffiliated Entities or any other Person, and that it is not, except for tax purposes, a division of any of the Affiliated Entities or any other Person. In that regard the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationshall: (ai) practicing maintain its limited liability company existence and adhering make independent decisions with respect to organizational formalitiesits daily operations and business affairs and, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and other than pursuant to the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws terms of the jurisdiction limited liability company agreement of its organization; (d) acting solely the Borrower, not be controlled in its name and through its duly authorized officers making such decisions by any other Affiliated Entity or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (fii) maintaining maintain its financial records separate assets in a manner which facilitates their identification and apart segregation from those of any of the other PersonAffiliated Entities; (giii) not suggesting in any wayexcept as expressly otherwise permitted hereunder, within its financial statements, that its assets are available to pay conduct all intercompany transactions with the claims of creditors of the Parent, other Affiliated Entities on terms which the Borrower or any Class I Restricted Subsidiaryreasonably believes to be on an arm’s length basis; (hiv) ensuring that the responsible officers except as contemplated under any Transaction Document, not guarantee any obligation of any of the Unrestricted Subsidiary or Class II Restricted Subsidiaryother Affiliated Entities, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all nor have any of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower any other Affiliated Entity or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (v) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Transaction Documents, not permit the Borrower commingling or any Class I Restricted Subsidiary; (F) operating pooling of its funds or purporting to operate as an integrated, single economic unit other assets with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)other Affiliated Entity; (kvi) causing the Unrestricted Subsidiaries maintain separate books and the Class II Restricted Subsidiaries records and deposit and other bank accounts to reimburse the Borrower and which no other Affiliated Entity (other than as a master servicer in connection with a Takeout Transaction) has any access; (vii) compensate (either directly or through reimbursement of its other Subsidiaries for the respective shares (determined on a commercially reasonable basisallocable share of any shared expenses) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, and Affiliated Entities, to the extent applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliated Entities, in each case, either directly from the Borrower’s own funds or indirectly through documented capital contributions from the Parent, Intermediate Holdco, the Seller or any other direct or indirect parent of the Borrower; (viii) agree with each of the other relevant Affiliated Entities to allocate among themselves, through documented intercompany transactions, including documented capital contributions from the Parent, Intermediate Holdco, the Seller or any other direct or indirect parent of the Borrower, shared computer overhead and other office equipment corporate operating services and software expenses which are not reflected in documentation in connection with a Takeout Transaction (including the services of shared employees, consultants and shared telephone numbers; agents and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise refraining on a basis reasonably related to actual use or the value of services rendered; (ix) pay for its own account, directly from engaging in any transaction with the Borrower’s own funds or indirectly through documented capital contributions from any of the Parent, Intermediate Holdco, the Borrower Seller or any Class I Restricted Subsidiary unless other direct or indirect parent of the Borrower, for accounting and payroll services, rent, lease and other expenses (or its allocable share of any such transaction is consummated amounts provided by one or more other Affiliated Entity) and not have such operating expenses (or the Borrower’s allocable share thereof) paid by any of the Affiliated Entities; provided, that the Parent or another Affiliated Entity shall be permitted to pay the initial organizational expenses of the Borrower; (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name through its duly authorized officers, employees and agents, including the Manager and the Servicer; (other than using servicemarksxi) except as contemplated under any Transaction Document, trademarks, slogans not make or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as declare any distributions of cash or property to the identity holders of each its equity securities or make redemptions or repurchases of its equity securities, in either case, on a periodic basis any more frequently than monthly or otherwise, in certain other irregular cases, in accordance with appropriate limited liability company formalities and consistent with sound business judgment; and all such distributions, redemptions or repurchases shall only be permitted hereunder to the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiaryextent that no Event of Default then exists or would result therefrom; and (oxii) maintaining a record otherwise practice and adhere to limited liability company formalities such as complying with respect to any material asset purchased from the Parentits organizational documents and member and board of director resolutions, the Borrower or any Class I Restricted Subsidiaryholding of regularly scheduled meetings of member and board of directors, including bills and maintaining complete and correct books and records and minutes of sale (or any similar instrument meetings and other proceedings of assignment) and, if appropriate, filings under the Uniform Commercial Codeits member and board of directors.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to The Issuer will do all things necessary to continue to be readily distinguishable from the ParentVMS, the Borrower PHH Sub 2, PHH and the Class I Restricted Subsidiaries Affiliates of each of the foregoing and maintain its existence separate and apart from that of the ParentVMS, the Borrower PHH Sub 2, PHH and the Class I Restricted Subsidiaries Affiliates of each of the foregoing including, without limitation: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (bii) observing all organizational formalities in connection with all dealings between itself and the ParentVMS, the Borrower PHH Sub 2, PHH and the Class I Restricted SubsidiariesAffiliates of each of the foregoing or any other unaffiliated entity; (ciii) observing all procedures required by its organizational documents certificate of formation and the LLC Agreement and the laws of the jurisdiction State of its organizationDelaware; (div) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (ev) managing its business and affairs by or under the direction of the Managers; (vi) ensuring that its Authorized Officers duly authorize all of its actions; (vii) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of the LLC Agreement for its actions; (viii) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (ix) maintaining at least one Manager who is an Independent Manager; (x) not (A) having or incurring any indebtedness to VMS, PHH Sub 2, PHH or any Affiliates of VMS, PHH Sub 2 or PHH; (B) guaranteeing or otherwise becoming liable for any obligations of VMS, PHH Sub 2, PHH or any Affiliates of VMS, PHH Sub 2 or PHH; (C) having obligations guaranteed by VMS, PHH Sub 2 or PHH or any Affiliates of VMS, PHH Sub 2 or PHH; (D) holding itself out as responsible for debts of VMS, PHH Sub 2, PHH or any Affiliates of VMS, PHH Sub 2 or PHH or for decisions or actions with respect to the affairs of VMS, PHH Sub 2, PHH or any Affiliates of VMS, PHH Sub 2 or PHH; (E) operating or purporting to operate as an integrated, single economic unit with respect to VMS, PHH Sub 2 or PHH or any Affiliates of VMS, PHH Sub 2 or PHH or any other unaffiliated entity; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of VMS, PHH Sub 2 or PHH or any Affiliates of VMS, PHH Sub 2 or PHH or any other unaffiliated entity; (G) induce any such third party to reasonably rely on the creditworthiness of VMS, PHH Sub 2 or PHH or any Affiliates of VMS, PHH Sub 2 or PHH or any other unaffiliated entity; and (H) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of VMS, PHH Sub 2, PHH or any Affiliates of VMS, PHH Sub 2 or PHH other than as required by the Transaction Documents with respect to insurance on the Leased Vehicles; (xi) other than as provided in the Transaction Documents, maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (fxii) maintaining its financial records separate and apart from those of any other Person; (gxiii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of the ParentVMS, the Borrower PHH Sub 2, PHH, any Affiliates of VMS, PHH Sub 2 or PHH or any Class I Restricted Subsidiaryother affiliated or unaffiliated entity; (hxiv) ensuring compensating all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimbursing any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xv) maintaining office space separate and apart from that the responsible officers of the Unrestricted Subsidiary VMS, PHH Sub 2 or Class II Restricted SubsidiaryPHH or any Affiliates of VMS, as the case may bePHH Sub 2 or PHH (even if such office space is subleased from or is on or near premises occupied by VMS, duly authorized PHH Sub 2, PHH or any Affiliates of VMS, PHH Sub 2 or PHH) and a telephone number separate and apart from that of VMS, PHH Sub 2 or PHH or any Affiliates of VMS, PHH Sub 2 or PHH; (xvi) conducting all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in accordance with its organizational documentsown name; (xvii) having separate stationery from VMS, duly authorize PHH Sub 2, PHH, any Affiliates of VMS, PHH Sub 2 or PHH or any other unaffiliated entity; (xviii) accounting for and managing all of its actionsliabilities separately from those of VMS, PHH Sub 2, PHH or any Affiliates of VMS, PHH Sub 2 or PHH; (ixix) ensuring the receipt of proper authorizationallocating, when necessaryon an arm’s length basis, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, agents and shared computer and other office equipment and software and shared telephone numberssoftware; and otherwise refraining from engaging in maintaining an arm’s-length relationship with each of VMS, PHH Sub 2, PHH, any transaction with any Affiliates of the ParentVMS, the Borrower PHH Sub 2 or PHH or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with other unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableentity; (lxx) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the ParentVMS, the Borrower PHH Sub 2, PHH or any Class I Restricted Subsidiary Affiliate of VMS, PHH Sub 2 or PHH to substantively consolidate the ParentVMS, the Borrower PHH Sub 2, PHH or any Class I Restricted Subsidiary Affiliate of VMS, PHH Sub 2 or PHH with such Unrestricted Subsidiary or Class II Restricted Subsidiarythe Issuer; (mxxi) remaining Solvent;solvent; and (nxxii) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted SubsidiaryIssuer, Class II Restricted SubsidiaryHoldings, the ParentVMS, the Borrower PHH Sub 2, PHH Sub 1, PHH and any Class I Restricted Subsidiary; and (o) maintaining a record with respect to any material asset purchased from Affiliates of the ParentIssuer, the Borrower Holdings, VMS, PHH Sub 2, PHH Sub 1 or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial CodePHH.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do The Borrower shall take all things necessary reasonable steps to continue its identity as separate legal entity and to be readily distinguishable make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of the ParentAffiliated Entities or any other Person, and that it is not a division of any of the Affiliated Entities or any other Person. In that regard the Borrower and shall, except as otherwise provided in the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationTransaction Documents: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of maintain its assets separate in a manner which facilitates their identification and segregation from those of any of the other PersonAffiliated Entities; (fii) maintaining its financial records separate and apart from those of any conduct all intercompany transactions with the other PersonAffiliated Entities on terms which the Borrower reasonably believes to be on an arm’s length basis; (giii) not suggesting in guarantee any way, within its financial statements, that its assets are available to pay the claims obligation of creditors any of the Parentother Affiliated Entities, the Borrower or nor have any Class I Restricted Subsidiary; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower any other Affiliated Entity or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (iv) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Transaction Documents, not permit the Borrower commingling or any Class I Restricted Subsidiary; (F) operating pooling of its funds or purporting to operate as an integrated, single economic unit other assets with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)other Affiliated Entity; (kv) causing the Unrestricted Subsidiaries maintain separate deposit and the Class II Restricted Subsidiaries other bank accounts to reimburse the Borrower and which no other Affiliated Entity has any access; (vi) compensate (either directly or through reimbursement of its other Subsidiaries for the respective shares (determined on a commercially reasonable basisallocable share of any shared expenses) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and Affiliated Entities, to the extent applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliated Entities, in each case, either directly from such Borrower’s own funds or indirectly through documented capital contributions from the Sponsor, the Original Lessee or any other direct or indirect parent of the Borrower; (vii) pay for its own account, directly from such Borrower’s own funds or indirectly through documented capital contributions from the Sponsor, Original Lessee or any other direct or indirect parent of the Borrower, for accounting and payroll services, rent, lease and other office equipment expenses (or its allocable share of any such amounts provided by one or more other Affiliated Entity) and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with not have such operating expenses (or the Borrower’s allocable share thereof) paid by any of the ParentAffiliated Entities; provided, that the Borrower Sponsor or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable another Affiliated Entity shall be permitted to pay the Unrestricted Subsidiary or Class II Restricted Subsidiary, as initial organizational expenses of the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableBorrower; (lviii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name (other than using servicemarksthrough its duly authorized officers, trademarksemployees and agents, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and including any Class I Restricted SubsidiaryProvider; and (oix) maintaining a record otherwise practice and adhere to corporate formalities such as complying with respect to any material asset purchased from the Parentits organizational documents and member and manager resolutions, the Borrower holding of regularly scheduled meetings of members and managers, and maintaining complete and correct books and records and minutes of meetings and other proceedings of its members and managers. Nothing otherwise expressly permitted or contemplated by any Class I Restricted Subsidiary, including bills of sale (or provision in any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial CodeTransaction Document shall be prohibited by this Section 5.1(U).

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationHVF will: (a) practicing maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions and adhering ensure that the funds of HVF will not be diverted to organizational formalitiesany other Person or for other than the use of HVF, nor will such funds be commingled with the funds of Hertz or any other Subsidiary or Affiliate of Hertz other than as maintaining appropriate books and recordsprovided in the Related Documents; (b) observing ensure that all organizational formalities transactions between HVF and any of its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and agreed that the transactions contemplated in connection with all dealings between itself and the Parent, Related Documents meet the Borrower and the Class I Restricted Subsidiariesrequirements of this clause (b); (c) observing all procedures required by to the extent that it requires an office to conduct its organizational documents business, conduct its business from an office at a separate address from that of Hertz and its Affiliates (other than Hertz Vehicles LLC or any other affiliated special purpose company (other than HGI)); provided, that segregated offices in the laws same building shall constitute separate addresses for purposes of this clause (c). To the jurisdiction extent that HVF and any of its organizationmembers or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses; (d) acting solely issue separate financial statements prepared at least annually and prepared in its name and through its duly authorized officers or agents in the conduct of its businessesaccordance with GAAP; (e) maintaining conduct its deposit affairs in its own name and other bank accounts in accordance with the HVF LLC Agreement and observe all necessary, appropriate and customary limited liability company formalities, including, but not limited to, holding all regular and special meetings appropriate to authorize all actions of HVF, keeping separate and accurate minutes of its assets meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate from those of any other Personbooks, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (f) maintaining its financial records separate and apart from those not assume or guarantee any of the liabilities of Hertz or any other PersonAffiliate thereof; (g) not suggesting in any waytake, within its financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiary; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiaryrefrain from taking, as the case may be, duly authorized all other actions that are necessary to be taken or not to be taken in accordance with its organizational documents, duly authorize order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions material respects with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons HVF and (y) only comply in all material respects with the proper approval and authorization those procedures described in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property provisions which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not applicable to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted SubsidiaryHVF; and (oh) maintaining a record with respect to any material asset purchased from the Parent, the Borrower or any Class I Restricted Subsidiary, including bills maintain at least two Independent Directors on its Board of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial CodeDirectors.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do The Borrower shall take all things necessary reasonable steps to continue its identity as a separate legal entity and to be readily distinguishable make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of the ParentAffiliated Entities or any other Person, and that it is not a division of any of the Affiliated Entities or any other Person. In that regard the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationshall: (ai) practicing maintain its limited liability company existence, make independent decisions with respect to its daily operations and adhering business affairs, not amend, modify, terminate or fail to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection comply with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by provisions of its organizational documents and the laws documents, not merge into or consolidate with any Person, or dissolve, terminate, liquidate in whole or in part, transfer or otherwise dispose of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers all or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and substantially all of its assets separate from those or change its legal structure, and, other than pursuant to the terms of the limited liability company agreement of the Borrower, not be controlled in making such decisions by any other Affiliated Entity or any other Person; (fii) maintaining maintain its financial records separate assets in a manner which facilitates their identification and apart segregation from those of any of the other PersonAffiliated Entities; (giii) not suggesting in except as expressly otherwise permitted hereunder, conduct all intercompany transactions or enter into any way, within its financial statements, contract or agreement with the other Affiliated Entities except upon terms and conditions that its assets are intrinsically fair and substantially similar to those that would be available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiaryon an arm’s length basis with unaffiliated third parties; (hiv) ensuring that the responsible officers not assume or guarantee any obligation of any of the Unrestricted Subsidiary or Class II Restricted Subsidiaryother Affiliated Entities, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all nor have any of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having obligations assumed or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by any other Affiliated Entity, pledge its assets for the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent benefit of any guarantee permitted by Section 7.8; (D) making any loans other Affiliated Entity, or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (v) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Transaction Documents, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the ParentSAP Financing Documents, the Borrower SAP NTP Financing Documents or any Class I Restricted Subsidiary; (G) seeking to obtain credit the Tax Equity Financing Documents, not permit the commingling or incur any obligation to any third party based upon pooling of its funds or other assets with the assets of the Parentany other Affiliated Entity or make any loans or advances to any other Affiliated Entity; (vi) maintain separate deposit and other bank accounts to which no other Affiliated Entity has any access; (vii) compensate (either directly or through reimbursement of its allocable share of any shared expenses) all employees, the Borrower or any Class I Restricted Subsidiary (except consultants and agents, and Affiliated Entities, to the extent of applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliated Entities, in each case, either directly from the Borrower’s own funds or indirectly through documented capital contributions from Parent or any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness other direct or indirect parent of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)Borrower; (kviii) causing have agreed with each of the Unrestricted Subsidiaries other relevant Affiliated Entities to allocate among themselves, through documented intercompany transactions, including documented capital contributions from Parent or any other direct or indirect parent of the Borrower, shared overhead and corporate operating services and expenses which are not reflected in documentation in connection with a Takeout Transaction (including the Class II Restricted Subsidiaries to reimburse services of shared employees, consultants and agents and reasonable legal and auditing expenses) on the Borrower basis of actual use or the value of services rendered, and its other Subsidiaries for the respective shares (determined otherwise on a commercially reasonable basisbasis reasonably related to actual use or the value of services rendered; (ix) pay for its own account, directly from the Borrower’s own funds or indirectly through documented capital contributions from Parent or any other direct or indirect parent of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating servicesBorrower, leases and expensesits own liabilities, including, without limitation, those associated with the services of shared executive officersfor accounting and payroll services, employeesrent, consultants and agents, shared computer lease and other office equipment expenses (or its allocable share of any such amounts provided by one or more other Affiliated Entity) and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with not have such liabilities or operating expenses (or the Borrower’s allocable share thereof) paid by any of the ParentAffiliated Entities; provided, that Parent or another Affiliated Entity shall be permitted to pay the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated initial organizational expenses of the Borrower; (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name through its duly authorized officers, employees and agents, including the Facility Administrator, hold itself out to the public as a legal entity separate and distinct from any other Affiliated Entity, and correct any known misunderstanding regarding its separate identity; (xi) maintain a sufficient number of employees in light of its contemplated business operations, and 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; (xii) maintain its books, records, resolutions and agreements as official records, and shall maintain all of its books, records, financial statements and bank accounts separate from those of any other than using servicemarksAffiliated Entity, trademarksand shall not permit its assets to be listed on the financial statement of any other Affiliated Entity; provided, slogans however, that the Borrower’s assets may be included in a consolidated financial statement of its affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Borrower and such affiliates and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such affiliates or similar Intellectual Property which are any other Person and (ii) such assets shall be listed on the Borrower’s own separate balance sheet; (xiii) except as provided in common with those used the limited liability company agreement of the Borrower, not acquire obligations or securities of any other Affiliated Entities, or identify its members or the other Affiliated Entities, as applicable, as a division or part of it; (xiv) file its own tax returns unless prohibited by Applicable Law from doing so (except that the Borrower may file or may include its filing as part of a consolidated federal tax return, to the extent required and/or permitted by Applicable Law, provided that, there shall be an appropriate notation indicating the separate existence of the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower assets and any Class I Restricted Subsidiaryliabilities); and (oxv) maintaining a record otherwise practice and adhere to corporate formalities such as complying with respect to any material asset purchased from the Parentits organizational documents and member and Facility Administrator resolutions, the Borrower or holding of regularly scheduled meetings of members and Facility Administrator, use stationery, invoices and checks separate from those of any Class I Restricted Subsidiaryother Affiliated Entity, including bills and maintaining complete and correct books and records and minutes of sale (or any similar instrument meetings and other proceedings of assignment) and, if appropriate, filings under the Uniform Commercial Codeits members and Facility Administrator.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to The Seller shall do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its legal existence separate and apart from that the Purchaser. Without limiting the generality of the Parentforegoing, the Borrower and the Class I Restricted Subsidiaries including, without limitationSeller shall: (a) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (f) maintaining its financial records separate and apart from those of any other Person; (g) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiary; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all of its actions; (i) ensuring maintain an arm’s length relationship with the receipt of proper authorizationPurchaser, when necessaryand shall not (A) lend money to, or borrow money from, the Purchaser or (B) transact any business, or enter into any transaction with the Purchaser, except, in accordance with each case, pursuant to binding and enforceable written agreements the terms of its organizational documents for its actionswhich, on the whole, are arm’s-length and commercially reasonable; (jii) not (A) having perform any of the Purchaser’s duties or incurring any Indebtedness to obligations, (B) commingle assets with those of the Parent, the Borrower or any Class I Restricted Subsidiary Purchaser (except for any such Indebtedness permitted by Section 7.2(kthe temporary commingling of Collections), (C) guarantee or (l)); (B) guaranteeing become obligated for the debts of the Purchaser or otherwise becoming liable for any hold out its credit as being available to satisfy the obligations of the ParentPurchaser, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans operate or advances purport to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out operate as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions a single integrated entity with respect to the affairs of the ParentPurchaser, the Borrower or any Class I Restricted Subsidiary; (FE) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking endeavor to obtain credit for the Purchaser or incur any obligation on behalf of the Purchaser to any affiliated or unaffiliated third party based upon the assets or creditworthiness of the Parent, Seller or (F) fail to correct any known misunderstanding or misrepresentation with respect to any of the Borrower or any Class I Restricted Subsidiary foregoing; (except iii) maintain bank accounts and books of account separate from those of the Purchaser; (iv) to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and it shares its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated office with the services of shared executive officersPurchaser, employeesmaintain separate records storage space and files in the building they share, consultants and agents, shared computer maintain and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its use separate business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiaryforms; and (ov) maintaining take such actions as are necessary to ensure that any financial statements of the Seller or any Affiliate thereof which are consolidated to include the Purchaser will contain detailed notes clearly stating that (a) all of the Purchaser’s assets are owned by the Purchaser, and (b) the Purchaser is a record separate entity with respect its own separate creditors that will be entitled to be satisfied out of the Purchaser’s assets prior to any material asset purchased from value in the ParentPurchaser becoming available to the Purchaser’s equity holders; and the accounting records and the published financial statements of the Seller will clearly show that, for accounting purposes, the Borrower or any Class I Restricted SubsidiaryPurchased Mortgage Loans and Related Security have been sold to the Purchaser. (vi) to the fullest extent permitted by applicable law, take no action to dissolve the Purchaser, including bills of sale applying (or any similar instrument of assignmentconsenting to the application) and, if appropriate, filings under the Uniform Commercial Codefor judicial dissolution.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationHVF will: (a) practicing maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions and adhering ensure that the funds of HVF will not be diverted to organizational formalitiesany other Person or for other than the use of HVF, nor will such funds be commingled with the funds of Hertz or any other Subsidiary or Affiliate of Hertz other than as maintaining appropriate books and recordsprovided in the Related Documents; (b) observing ensure that all organizational formalities transactions between HVF and any of its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and agreed that the transactions contemplated in connection with all dealings between itself and the Parent, Related Documents meet the Borrower and the Class I Restricted Subsidiariesrequirements of this clause (b); (c) observing all procedures required by to the extent that it requires an office to conduct its organizational documents business, conduct its business from an office at a separate address from that of Hertz and its Affiliates (other than Hertz Vehicles LLC or any other affiliated special purpose company (other than HGI)); provided, that segregated offices in the laws same building shall constitute separate addresses for purposes of this clause (c). To the jurisdiction extent that HVF and any of its organizationmembers or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses; (d) acting solely issue separate financial statements prepared at least annually and prepared in its name and through its duly authorized officers or agents in the conduct of its businessesaccordance with GAAP; (e) maintaining conduct its deposit affairs in its own name and other bank accounts in accordance with the HVF LLC Agreement and observe all necessary, appropriate and customary limited liability company formalities, including, but not limited to, holding all regular and special meetings appropriate to authorize all actions of HVF, keeping separate and accurate minutes of its assets meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate from those of any other Personbooks, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (f) maintaining its financial records separate and apart from those not assume or guarantee any of the liabilities of Hertz or any other PersonAffiliate thereof; (g) not suggesting in any waytake, within its financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiary; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiaryrefrain from taking, as the case may be, duly authorized all other actions that are necessary to be taken or not to be taken in accordance with its organizational documents, duly authorize order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions material respects with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons HVF and (y) only comply in all material respects with the proper approval and authorization those procedures described in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property provisions which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not applicable to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted SubsidiaryHVF; and (oh) maintaining a record with respect to any material asset purchased from the Parent, the Borrower or any Class I Restricted Subsidiary, including bills maintain at least one Independent Director on its Board of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial CodeDirectors.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to SPV will do all things necessary to continue to be readily distinguishable from the ParentVMS, the Borrower ARAC and the Class I Restricted Subsidiaries Affiliates of each of the foregoing and maintain its existence separate and apart from that of the ParentVMS, the Borrower ARAC and the Class I Restricted Subsidiaries Affiliates of each of the foregoing, including, without limitation: (a1) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b2) observing all organizational formalities in connection with all dealings between itself and the ParentVMS, the Borrower ARAC and the Class I Restricted SubsidiariesAffiliates of each of the foregoing or any other unaffiliated entity; (c3) observing all procedures required by its organizational documents certificate of formation and its limited liability company agreement and the laws of the jurisdiction State of its organizationDelaware; (d4) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e5) managing its business and affairs by or under the direction of its managers; (6) ensuring that its Authorized Officers duly authorize all of its actions; (7) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its limited liability company agreement for its actions; (8) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (9) maintaining at least one manager who is an Independent Manager; (10) not (A) having or incurring any indebtedness to VMS, ARAC or any Affiliates of VMS or ARAC; (B) guaranteeing or otherwise becoming liable for any obligations of VMS, ARAC or any Affiliates of VMS or ARAC; (C) having obligations guaranteed by VMS, ARAC or any Affiliates of VMS or ARAC; (D) holding itself out as responsible for debts of VMS, ARAC or any Affiliates of VMS or ARAC or for decisions or actions with respect to the affairs of VMS, ARAC or any Affiliates of VMS or ARAC; (E) operating or purporting to operate as an integrated, single economic unit with respect to VMS or ARAC or any Affiliates of VMS or ARAC or any other unaffiliated entity; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of VMS or ARAC or any Affiliates of VMS or ARAC or any other unaffiliated entity; (G) induce any such third party to reasonably rely on the creditworthiness of VMS or ARAC or any Affiliates of VMS or ARAC or any other unaffiliated entity; and (H) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of VMS, ARAC or any Affiliates of VMS or ARAC other than as required by the Transaction Documents with respect to insurance on the Leased Vehicles; (11) other than as provided in the Transaction Documents, maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (f12) maintaining its financial records separate and apart from those of any other Person; (g13) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of the ParentVMS, the Borrower ARAC, any Affiliates of VMS or ARAC or any Class I Restricted Subsidiaryother affiliated or unaffiliated entity; (h14) ensuring compensating all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds or reimbursing any of its Affiliates in respect of amounts paid by such Affiliates for such services; (15) maintaining office space separate and apart from that the responsible officers of the Unrestricted Subsidiary VMS or Class II Restricted SubsidiaryARAC or any Affiliates of VMS or ARAC (even if such office space is subleased from or is on or near premises occupied by VMS, as the case may beARAC or any Affiliates of VMS or ARAC) and a telephone number separate and apart from that of VMS or ARAC or any Affiliates of VMS or ARAC; (16) conducting all oral and written communications, duly authorized including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in accordance with its organizational documentsown name; (17) having separate stationery from VMS, duly authorize ARAC, any Affiliates of VMS or ARAC or any other unaffiliated entity; (18) accounting for and managing all of its actionsliabilities separately from those of VMS, ARAC or any Affiliates of VMS or ARAC; (i19) ensuring the receipt of proper authorizationallocating, when necessaryon an arm's length basis, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, agents and shared computer and other office equipment and software and shared telephone numberssoftware; and otherwise refraining from engaging in maintaining an arm's-length relationship with each of VMS, ARAC, any transaction with any Affiliates of the Parent, the Borrower VMS or ARAC or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with other unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableentity; (l20) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the ParentVMS, the Borrower ARAC or any Class I Restricted Subsidiary Affiliate of VMS or ARAC to substantively consolidate the ParentVMS, the Borrower ARAC or any Class I Restricted Subsidiary Affiliate of VMS or ARAC with such Unrestricted Subsidiary or Class II Restricted SubsidiarySPV; (m21) remaining Solvent;solvent; and (n22) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted SubsidiaryIssuer, Class II Restricted SubsidiarySPV, the ParentVMS, the Borrower ARAC and any Class I Restricted Subsidiary; and (o) maintaining a record with respect to any material asset purchased from the Parent, the Borrower Affiliates of VMS or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial CodeARAC.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationZVF will: (a) practicing maintain its own deposit account or accounts, separate from those of any of its Affiliates, with commercial banking institutions and adhering ensure that the funds of ZVF will not be diverted to organizational formalitiesany other Person or for any use other than the use of ZVF, nor will such funds be commingled with the funds of Zipcar, or any other Subsidiary or Affiliate of Zipcar other than as maintaining appropriate books and recordsprovided in the Related Documents; (b) observing ensure that all organizational formalities transactions between ZVF and any of its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and agreed that the transactions contemplated in connection with all dealings between itself and the Parent, Related Documents meet the Borrower and the Class I Restricted Subsidiariesrequirements of this clause (b); (c) observing all procedures required by to the extent that it requires an office to conduct its organizational documents business, conduct its business from an office at a separate address from that of Zipcar and its Affiliates; provided, that segregated offices in the laws same building shall constitute separate addresses for purposes of this clause (c). To the jurisdiction extent that ZVF and any of its organizationmembers or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses; (d) acting solely issue separate financial statements prepared at least annually and prepared in its name and through its duly authorized officers or agents in the conduct of its businessesaccordance with GAAP; (e) maintaining conduct its deposit affairs in its own name and other bank accounts in accordance with the ZVF LLC Agreement and observe all necessary, appropriate and customary limited liability company formalities, including, but not limited to, holding all regular and special meetings appropriate to authorize all actions of ZVF, keeping separate and accurate minutes of its assets meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate from those of any other Personbooks, records and accounts, including, but not limited to payroll and intercompany transaction accounts; (f) maintaining its financial records separate and apart from those not assume or guarantee any of the liabilities of Zipcar or any other PersonAffiliate thereof; (g) not suggesting in any waytake, within its financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiary; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiaryrefrain from taking, as the case may be, duly authorized all other actions that are necessary to be taken or not to be taken in accordance with its organizational documents, duly authorize order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions material respects with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons ZVF and (y) only comply in all material respects with the proper approval and authorization those procedures described in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property provisions which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not applicable to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted SubsidiaryZVF; and (oh) maintaining a record with respect to any material asset purchased from the Parent, the Borrower or any Class I Restricted Subsidiary, including bills maintain at least two Independent Directors on its Board of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial CodeDirectors.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that (a) Each of the ParentCo-Issuers will, and will cause each other Securitization Entity to, except as otherwise expressly contemplated by the Borrower and the Class I Restricted Subsidiaries including, without limitationTransaction Documents: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by maintain its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its own deposit and other bank accounts and all of its assets securities account or accounts, separate from those of any of its Affiliates (other Personthan the other Securitization Entities, Take 5 Oil and Take 5) (such Affiliates, the “Non-Securitization Affiliates”), with commercial banking institutions and ensure that the funds of the Securitization Entities will not be diverted to any Person who is not a Securitization Entity or for other than the use of the Securitization Entities, nor will such funds be commingled with the funds of any of its Non-Securitization Affiliates other than as provided in the Transaction Documents; (fii) maintaining ensure that all transactions between it and any of its financial records separate Non-Securitization Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and apart from those agreed that the transactions contemplated in the Transaction Documents and the transactions described in the proviso to the following clause (vi) meet the requirements of any other Personthis clause (ii); (giii) not suggesting to the extent that it requires an office to conduct its business, (x) conduct its business from an office at a separate address from that of any of its Non-Securitization Affiliates; provided that segregated offices in the same building shall constitute separate addresses for purposes of this clause (iii); or (y) to the extent that it has a shared office with any wayNon-Securitization Affiliate, within there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its financial statements, that its assets are available to pay the claims fair share of creditors of the Parent, the Borrower or any Class I Restricted Subsidiarysuch expenses; (hiv) ensuring issue separate financial statements from all of its Non-Securitization Affiliates prepared at least quarterly and prepared in accordance with GAAP; (v) conduct its affairs in its own name and in accordance with its Charter Documents and observe all necessary, appropriate and customary limited liability company, partnership or corporate formalities (as applicable), including, but not limited to, holding all regular and special meetings appropriate to authorize all of its actions, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vi) not assume or guarantee any of the liabilities of any of its Non-Securitization Affiliates; provided that the responsible officers Securitization Entities may, pursuant to any Letter of Credit Reimbursement Agreement, cause letters of credit to be issued pursuant to the Unrestricted Subsidiary Class A-1 Note Purchase Agreements that are for the sole benefit of one or Class II Restricted Subsidiarymore Non-Securitization Entities in the United States or Canada, as applicable, if the applicable Co-Issuer receives a fee from each Non-Securitization Entity whose obligations are secured by any such letter of credit in an amount equal to the cost to such Co-Issuer in connection with the issuance and maintenance of such letter of credit plus 25 basis points per annum, it being understood that such fee is an arm’s length fair market fee; (vii) take, or refrain from taking, as the case may be, duly authorized all other actions that are necessary to be taken or not to be taken in accordance order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with its organizational documents, duly authorize respect to it and (y) comply in all of its actionsmaterial respects with those procedures described in such provisions which are applicable to it; (iviii) ensuring the receipt maintain at least two (2) Independent Managers on its board of proper authorization, when necessary, in accordance with the terms managers or board of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower directors (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the ParentCanadian SPV Franchising Entity LPs, Driven Canada Product Sourcing and Driven Canada Claims Management, the Borrower or any Class I Restricted Subsidiary; respective Canadian Securitization Entity GP for which maintains at least two (F2) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets Independent Managers on its board of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8directors); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis and with unaffiliated Persons and respect to the applicable Canadian Securitization Entities, one (y1) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableof which Independent Manager is a Canadian resident; (lix) refraining from filing to the fullest extent permitted by law, so long as any Notes remain Outstanding, remove or otherwise initiating or supporting replace any Independent Manager only for Cause and only after providing the filing Trustee and the Control Party with at least five (5) days’ prior written notice of a motion in (A) any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with proposed removal of such Unrestricted Subsidiary or Class II Restricted Subsidiary; Independent Manager and (mB) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiaryproposed replacement Independent Manager, Class II Restricted Subsidiary, together with a certification that such replacement satisfies the Parent, the Borrower and any Class I Restricted Subsidiaryrequirements for an Independent Manager set forth in its Charter Documents; and (ox) maintaining (A) provide, or cause the applicable Manager to provide, to the Trustee and the Control Party a record copy of the executed agreement with respect to the appointment of any material asset purchased from replacement Independent Manager and (B) provide, or cause the Parentapplicable Manager to provide, to the Trustee, the Borrower Control Party and each Noteholder written notice of the identity and contact information for each Independent Manager on an annual basis and at any time such information changes. (b) The Issuer, on behalf of itself and each of the other U.S. Securitization Entities, confirms that the statements relating to the Issuer referenced in the opinion of Xxxx, Xxxxx, Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP regarding substantive consolidation matters delivered to the Trustee on each Series Closing Date or such other date when the related assets for such Driven Securitization Brand were contributed to the U.S. Securitization Entities pursuant to a Contribution Agreement are true and correct with respect to itself and each other U.S. Securitization Entity, and that the Issuer will, and will cause each other U.S. Securitization Entity to, comply with any Class I Restricted Subsidiarycovenants or obligations assumed to be complied with by it therein as if such covenants and obligations were set forth herein in accordance with Section 8.24(a)(vii). The Canadian Co-Issuer, including bills on behalf of sale itself and each of the other Canadian Securitization Entities, confirms that the statements relating to the Canadian Co-Issuer referenced in the opinion of Xxxxx, Xxxxxxx & Xxxxxxx LLP regarding substantive consolidation matters delivered to the Trustee on each Series Closing Date (beginning with the Series 2020-1 Closing Date) or such other date when the related assets for such Driven Securitization Brand were contributed to the Canadian Securitization Entities pursuant to a Contribution Agreement are true and correct with respect to itself and each other Canadian Securitization Entity, and that the Canadian Co-Issuer will, and will cause each other Canadian Securitization Entity to, comply with any similar instrument of assignment) and, covenants or obligations assumed to be complied with by it therein as if appropriate, filings under the Uniform Commercial Codesuch covenants and obligations were set forth herein in accordance with Section 8.24(a)(vii).

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to The Issuer will do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence as a Nevada corporation separate and apart from that all Affiliates of the ParentIssuer, the Borrower and the Class I Restricted Subsidiaries including, without limitation: , (ai) practicing and adhering to organizational corporate formalities, such as maintaining appropriate books and records; ; (bii) observing maintaining a Person who is an Independent Director; (iii) owning or leasing pursuant to written leases all organizational formalities in connection with all dealings between itself office furniture and the Parentequipment necessary to operate its business; (iv) refraining from (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, the Borrower and the Class I Restricted Subsidiaries; (cB) observing all procedures required having obligations guaranteed by its organizational documents and the laws Affiliates, (C) holding itself out as responsible for debts of the jurisdiction any of its organization; (d) acting solely in its name and through its duly authorized officers Affiliates or agents in for decisions or actions with respect to the conduct affairs of any of its businesses; Affiliates, and (eD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate; (v) maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; ; (fvi) maintaining all of its financial records separate and apart from those of any other Person; ; (gvii) not suggesting compensating all its employees, officers, directors, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in any wayrespect of services provided to it by employees, within officers, directors, consultants and agents of such Affiliate, out of its financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiary; own funds; (hviii) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize accounting for and managing all of its actions; (i) ensuring the receipt liabilities separately from those of proper authorization, when necessary, in accordance with the terms any of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to Affiliates, including, without limitation, payment directly by the ParentIssuer of all payroll, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l))accounting and other administrative expenses and taxes; (Bix) guaranteeing or otherwise becoming liable for any obligations of the Parentallocating, the Borrower (other than Peso Subfacility Loans and Thirdon an arm's-Party Peso Loanslength basis, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, agents and shared computer and other office equipment and software and shared telephone numberssoftware; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable refraining from paying dividends or making distributions, Loans or other advances to the Unrestricted Subsidiary or Class II Restricted Subsidiaryany of its Affiliates more frequently than once during any calendar month and, in each case, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons duly authorized by its Directors and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; applicable law; (lxi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower Issuer or any Class I Restricted Subsidiary other Affiliate of the Issuer to substantively consolidate the Parent, assets and liabilities of the Borrower Issuer with the assets and liabilities of any such Person or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; other Affiliate of the Issuer; (mxii) remaining Solvent; maintaining adequate capitalization in light of its business and purpose; and (nxiii) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiary; and (o) maintaining a record with respect to any material asset purchased from the Parent, the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Codename.

Maintenance of Separate Existence. With respect to (a) The Master Issuer shall, and shall cause each Unrestricted Subsidiary and Class II Restricted Subsidiaryother Securitization Entity to, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from except as otherwise permitted hereunder or under the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationother Related Documents: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its maintain their own deposit and other bank accounts and all of its assets securities accounts, as applicable, separate from those of any of its Affiliates (other Personthan the other Securitization Entities), with commercial banking institutions and ensure that the funds of the Securitization Entities will not be diverted to any Person who is not a Securitization Entity or for other than the use of the Securitization Entities, nor will such funds be commingled with the funds of any of its Affiliates (other than the other Securitization Entities), other than as provided in the Related Documents; (fii) maintaining ensure that all transactions between it and any of its financial records separate Affiliates (other than the other Securitization Entities), whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and apart from those agreed that the transactions contemplated in the Related Documents and the transactions described in the proviso to clause (vi) meet the requirements of any other Personthis clause (ii); (giii) not suggesting to the extent that it requires an office to conduct its business, conduct its business from an office at a separate address from that of any of its Affiliates (other than the other Securitization Entities); provided that segregated offices in the same building shall constitute separate addresses for purposes of this clause (iii). To the extent that any waySecuritization Entity and any of its members or Affiliates (other than the other Securitization Entities) have offices in the same location, within there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its financial statements, that its assets are available to pay the claims fair share of creditors of the Parent, the Borrower or any Class I Restricted Subsidiarysuch expenses; (hiv) ensuring issue, as required, separate financial statements from any of its Affiliates (other than the other Securitization Entities) prepared at least quarterly and prepared in accordance with GAAP; (v) conduct its affairs in its own name and in accordance with its Charter Documents and observe all necessary, appropriate and customary limited liability company or corporate formalities (as applicable), including, but not limited to, holding all regular and special meetings appropriate to authorize all its actions, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vi) not assume or guarantee any of the liabilities of any of its Affiliates (other than the other Securitization Entities); provided that the responsible officers Securitization Entities may, pursuant to a Letter of Credit Reimbursement Agreement, cause letters of credit to be issued pursuant to Variable Funding Note Purchase Agreements that are for the Unrestricted Subsidiary sole benefit of one or Class II Restricted Subsidiarymore Non-Securitization Entities if the Master Issuer receives a fee from each Non-Securitization Entity whose obligations are secured by such letter of credit in an amount equal to the cost to the Master Issuer in connection with the issuance and maintenance of such letter of credit plus 25 basis points per annum, it being understood that such fee is an arm’s length fair market fee; (vii) take, or refrain from taking, as the case may be, duly authorized all other actions that are necessary to be taken or not to be taken in accordance order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with its organizational documents, duly authorize respect to it and (y) comply in all of its actionsmaterial respects with those procedures described in such provisions which are applicable to it; (iviii) ensuring the receipt maintain at least two Independent Managers, on its board of proper authorization, when necessary, in accordance with the terms managers or its Board of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted SubsidiaryDirectors, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (lix) refraining from filing to the fullest extent permitted by law, so long as any Obligation remains outstanding, remove or otherwise initiating or supporting replace any Independent Manager only for Cause and only after providing the filing Trustee and the Control Party with no less than three (3) days’ prior written notice of a motion in (A) any bankruptcy or other insolvency proceeding involving the Parentproposed removal of such Independent Manager, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; and (mB) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements for an Independent Manager set forth in the Charter Documents of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiaryapplicable Securitization Entity; and (ox) maintaining (A) provide, or cause the Manager to provide, to the Trustee and the Control Party, a record copy of the executed agreement with respect to the appointment of any material asset purchased from replacement Independent Manager and (B) provide, or cause the ParentManager to provide, to the Trustee, the Borrower Control Party and each Holder, written notice of the identity and contact information for each Independent Manager on an annual basis and at any time such information changes. (b) The Master Issuer, on behalf of itself and each of the other Securitization Entities, confirms that the statements relating to the Master Issuer referenced in the opinion of Ropes & Xxxx LLP regarding substantive consolidation matters delivered to the Trustee on each Series Closing Date are true and correct with respect to itself and each other Securitization Entity, and that the Master Issuer will, and will cause each other Securitization Entity to, comply with any covenants or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, obligations assumed to be complied with by it therein as if appropriate, filings under the Uniform Commercial Codesuch covenants and obligations were set forth herein.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted SubsidiaryExcept for tax purposes, cause such Subsidiary to the Borrower shall do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its legal existence separate and apart from that any Seller, any Performance Guarantor, Beverage Packaging Holdings (Luxembourg) and all other Affiliates of the ParentBorrower, the Borrower and the Class I Restricted Subsidiaries including, without limitation:, (a) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (ei) maintaining its proper company records, books of account and deposit and other bank accounts and all of its assets separate from those of any other Personsuch Affiliates; (fii) maintaining its financial records assets, funds and transactions separate and apart from those of any such Affiliates, reflecting such assets, funds and transactions in financial statements separate and distinct from those of such Affiliates, and evidencing such assets, funds and transactions (including intercompany transactions) by appropriate entries in the records and books referred to in clause (i) above, and providing for its own operating expenses and liabilities from its own assets and funds, other Personthan certain expenses and liabilities relating to basic company overhead, which may be allocated fairly between the Borrower and such Affiliates; (giii) not suggesting holding such appropriate meetings or obtaining such appropriate consents of its shareholders and managers as are necessary to authorize all the Borrower’s company actions required by Law to be authorized by its shareholders and managers, keeping minutes of such meetings and observing all other customary corporate formalities; (iv) at all times entering into its contracts and otherwise holding itself out to the public and all other Persons under the Borrower’s own name as a legal entity separate and distinct from such Affiliates; (v) to the extent the Borrower jointly contracts with any Affiliate to do business with vendors or service providers, allocating fairly among the Borrower and such Affiliates the costs incurred in so doing; (vi) other than as permitted by the Transaction Documents, conducting all transactions and dealings between the Borrower and such Affiliates on an arm’s-length basis; (vii) maintaining an office separate from that of such Affiliates or, to the extent the Borrower’s office is located in the offices of any wayAffiliate, within to pay fair market rent for its financial statementsoffice space located in the offices of such Affiliate and a fair share of any related costs; provided that the Borrower shall be allowed to be domiciled with a third party corporate service provider even though such third party corporate service provider provides the same registered office and corporate services to Affiliates of the Borrower; (viii) having stationery and other business forms and checks separate from that of such Affiliates; (ix) paying the salaries of its own employees, if any; (x) ensuring that at all times it is adequately capitalized to engage in the transactions and activities contemplated in its constitutional documents and this Agreement, provided, however, that its assets are available to pay the claims of creditors foregoing shall not require the shareholders of the ParentBorrower to make any additional capital contributions to, or to maintain or preserve the financial condition of, the Borrower beyond the capital contributions and Parent Subordinated Loans made on or any Class I Restricted Subsidiaryprior to the Closing Date; (hxi) ensuring (A) that the responsible officers at least one manager of the Unrestricted Subsidiary Borrower shall at all times be an Independent Manager providing manager services to special purpose entities and (B) that none of the Borrower, any of the Borrower’s shareholders or Class II Restricted Subsidiarymanagers or any of their respective Affiliates shall remove any Independent Manager or replace any Independent Manager, as unless a successor Independent Manager satisfying the case may be, duly authorized criteria set forth in the preceding clause (A) shall have been appointed. The Borrower shall compensate each Independent Manager in accordance with its organizational documents, duly authorize all agreement with such Independent Manager (or the company employing such Independent Manager as a part of its actions; (i) ensuring the receipt business of proper authorization, when necessary, in accordance with the terms supplying manager services to special purpose entities). The articles of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, association of the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations shall provide that the shareholders and managers of the ParentBorrower shall not approve, or take any other action (x) to cause the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loansfiling of, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions a voluntary bankruptcy petition with respect to the Borrower unless each Independent Manager shall approve the taking of such action in writing prior to the taking of such action, except when such shareholders and managers are required to so approve or take such action under applicable law, or (y) to cause a voluntary liquidation with respect to the Borrower unless each Independent Manager shall approve the taking of such action in writing prior to the taking of such action; (xii) taking no action to assume or guarantee any liability of any Affiliate of the Borrower; and (xiii) using commercially reasonable efforts to take such actions as are necessary to ensure that no Affiliate of the Borrower will be, nor will hold itself out to be, responsible for the debts of the Borrower or the decisions or actions in respect of the daily business and affairs of the ParentBorrower, immediately correcting any known misrepresentation with respect to the Borrower or any Class I Restricted Subsidiary; (F) foregoing, and not operating or purporting to operate as an integrated, integrated single economic unit with respect to the Parent, the Borrower each other or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction their dealings with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiary; and (o) maintaining a record with respect to any material asset purchased from the Parent, the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Codeentity.

Maintenance of Separate Existence. With respect Except to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parentextent provided in this Intercreditor Agreement or the other Related Documents or as otherwise contemplated by the Related Documents, the Borrower shall, and shall cause each ACS Bermuda Subsidiary to, maintain certain policies and procedures relating to its existence as a separate corporation, company or other legal entity as follows: (i) The Borrower acknowledges its receipt of a copy of that certain opinion letter issued by Cxxxxxx Dxxx & Pxxxxxx, dated as of the Initial Closing Date addressed to, among others, the Facility Agent and the Class I Restricted Subsidiaries Liquidity Facility Provider and addressing the issue of substantive consolidation as it may relate to the Borrower and each ACS Bermuda Subsidiary (which is incorporated under the laws of Bermuda), on the one hand, and Aircastle Limited and each of its subsidiaries (other than any ACS Group Member), on the other. The Borrower hereby agrees to maintain, and to cause each ACS Bermuda Subsidiary to maintain, in place all policies and procedures, and take and continue to take all actions, described in the factual assumptions set forth in such opinion letter and relating to the Borrower or such ACS Bermuda Subsidiaries, as applicable; provided, however, that the Borrower or any such ACS Bermuda Subsidiary may cease to maintain any policy or procedure if and to the extent that the Borrower or such ACS Bermuda Subsidiary delivers to the Facility Agent and the Liquidity Facility Provider an opinion of counsel reasonably acceptable to the Facility Agent, and the Liquidity Facility Provider providing that such policy or procedure is no longer necessary, due to a change in law or otherwise, for the rendering of such earlier opinion relating to the issue of substantive consolidation. (ii) The Borrower shall, and shall cause each ACS Bermuda Subsidiary to: (A) maintain its existence own books and records and bank accounts separate from those of each Aircastle Entity and apart any other Person except as otherwise contemplated by the constitutional documents of the ACS Group Members; (B) maintain its assets in such a manner that it is not difficult to segregate, identify or ascertain such assets; (C) except with respect to any U.S. Trust, have a board of directors separate from that of each Aircastle Entity and any other Person; provided that the Parentindividuals serving as directors of each board of directors may be the same individuals on each board of directors; (D) except with respect to any U.S. Trust, cause its board of directors to meet at least quarterly or act pursuant to written consent and keep minutes of such meetings and actions and observe all other corporate and other legal formalities; (E) hold itself out to creditors and the public as a legal entity separate and distinct from each Aircastle Entity and any other Person; (F) prepare separate financial statements and separate Tax returns, and if separate returns for the Borrower and the Class I Restricted Subsidiaries includingeach Aircastle Entity are required under applicable Tax law, without limitation: (a) practicing or if part of a consolidated group, then it will be shown as a separate member of such group, and adhering pay any Taxes required to organizational formalities, such as maintaining appropriate books and recordsbe paid under applicable Tax law; (bG) observing allocate and charge fairly and reasonably any common overhead shared with Affiliates; (H) conduct business in its own name, use separate invoices, stationery and checks and strictly comply with all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiariesto maintain its separate existence; (cI) observing all procedures required by not commingle its organizational documents and the laws assets or funds with those of the jurisdiction of its organizationany other Person (including any Aircastle Entity); (dJ) acting solely in not hold out its name and through its duly authorized officers credit or agents in assets as being available to satisfy the conduct obligations of its businessesothers; (eK) maintaining its deposit and not assume, guarantee or pay the debts or obligations of any other bank accounts and all of Person or otherwise pledge its assets separate from those for the benefit of any other Person; (fL) maintaining correct any known misunderstanding regarding its financial records separate and apart from those of any other Personidentity; (gM) other than as expressly contemplated by Sections 3.08, 3.11 and 3.12, pay its own liabilities only out of its own funds other than where indemnified by another party as contemplated by the Related Documents; (N) not suggesting in acquire the securities of any wayAircastle Entity; and (O) cause its Board and any officers, within its financial statementsmanagers, that its assets are available to pay the claims agents and other representatives of creditors of the Parent, the Borrower or any Class I Restricted such ACS Bermuda Subsidiary; (h) ensuring that , as applicable, to act at all times with respect to the responsible officers of the Unrestricted Subsidiary Borrower or Class II Restricted such ACS Bermuda Subsidiary, as the case may be, duly authorized consistently and in accordance with its organizational documents, duly authorize all of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations furtherance of the Parent, the Borrower (other than Peso Subfacility Loans foregoing and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions in compliance with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiary; and (o) maintaining a record with respect to any material asset purchased from the Parent, the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Codeapplicable law.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to The Borrower will do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its limited liability company existence separate and apart from that the Transferor and each Originator and all other Affiliates of the ParentBorrower, the Borrower and the Class I Restricted Subsidiaries including, without limitation: (ai) practicing and adhering to organizational limited liability company formalities, such as maintaining appropriate limited liability company books and records; (bii) observing maintaining at all organizational formalities in connection with all dealings between itself times at least one independent director (an “Independent Director”) (and paying reasonable compensation to such Independent Director for services rendered) who (v) is not currently and has not been during the Parentfive years preceding the date of this Agreement an officer, director, employee or supplier of the Borrower, the Transferor or any of the Originators or any of their Subsidiaries (except the Borrower) (provided, however, that a member of the board of directors who satisfies the requirements of this clause (ii) shall not be disqualified from serving as an Independent Director if he or she is also an independent director of an Affiliate of the Transferor, the Borrower or any of the Originators or any of their Subsidiaries which is a special purpose bankruptcy-remote entity), (w) is not a current or former officer or employee of the Borrower, (x) is not an equity holder of any of the Transferor, the Originators or any of their respective Subsidiaries; (y) is an employee of a nationally recognized provider of corporate or structured finance services, and (z) may not be removed by the Borrower’s equity holders or board of directors except (A) for cause, (B) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (C) with the consent of the Administrative Agent and the Class I Restricted SubsidiariesManaging Agents in their sole reasonable discretion, which consent shall not be unreasonably withheld or delayed; provided, that any such removal pursuant to clause (A) or (B) shall not be effective until at least 10 Business Days after written notice to the Independent Director, the Administrative Agent and the Managing Agents of such removal and the grounds therefor; (ciii) observing all procedures required refraining from (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by its organizational documents Affiliates other than as expressly contemplated by the Facility Documents and the laws (C) holding itself out as responsible for debts of the jurisdiction any of its organizationAffiliates or for decisions or actions with respect to the affairs of any of its Affiliates; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (eiv) maintaining all of its deposit and other bank accounts and all of its assets separate or readily identifiable from those of any other Person; (fv) maintaining all of its financial records separate and apart from those of any other PersonPerson and ensuring that any of the Parent’s and Originator’s consolidated financial statements contain appropriate disclosures to the extent shown to third parties, concerning the Borrower’s separate existence, provided that the Borrower’s financial statements may be consolidated with the financial statement of the Parent to the extent required by GAAP; (gvi) not suggesting to the extent applicable, compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in any wayrespect of services provided to it by employees, within officers, consultants and agents of such Affiliate, out of its financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiaryown funds; (hvii) ensuring that if it requires the responsible officers use of the Unrestricted Subsidiary or Class II Restricted Subsidiarya telephone, as the case may be, duly authorized maintaining a separate telephone number which will be answered only in accordance with its organizational documents, duly authorize name; (viii) accounting for and managing all of its actionsliabilities separately from those of any of its Affiliates; (iix) ensuring the receipt of proper authorizationallocating, when necessaryon an arm’s-length basis, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, including those associated with the services of shared executive officers, employees, consultants and agents, agents and shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated software; (x) on terms and conditions no less favorable refraining from paying dividends or making distributions, loans or other advances to the Unrestricted Subsidiary or Class II Restricted Subsidiaryany of its Affiliates except, in each case, as contemplated or permitted by the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons Facility Documents and (y) only with the proper approval as duly authorized by its board of directors and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableapplicable limited liability company law; (lxi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding Insolvency Proceeding involving the ParentBorrower, the Borrower Transferor, any Originator or any Class I Restricted Subsidiary other Affiliate of the Borrower to substantively consolidate the Parent, assets and liabilities of the Borrower with the assets and liabilities of any such Person or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiaryother Affiliate of the Borrower; (mxii) remaining Solventmaintaining adequate capitalization in light of its business and purpose; (nxiii) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiaryname; and (oxiv) maintaining a record with respect require that its employees, if any, when conducting its business identify themselves to non-Affiliates as such and not as employees of any material asset purchased from the Parent, other Affiliate of the Borrower (including by means of providing appropriate employees with business or any Class identification cards identifying such employees as the Borrower’s employees); and (xv) comply with (and cause to be true and correct) each of the facts and assumptions regarding the Borrower contained “Section I Restricted Subsidiary, including bills - Assumptions of sale (or any similar instrument Fact” of assignment) and, if appropriate, filings under the Uniform Commercial Codeopinion of Xxxxxxxx & Xxxxx LLP delivered pursuant to Section 3.01.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary The Transferor will not (i) fail to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence as a corporation separate and apart from that the Servicer, Xxxxxxxxxx International, Muehlstein, any Affiliate of Muehlstein, and any Affiliate of the Parent, the Borrower and the Class I Restricted Subsidiaries Transferor including, without limitation: (a) practicing , conducting business correspondence in its own name and adhering to organizational formalities, such as maintaining appropriate and separate books, records and financial statements; (ii) suffer any limitation on the authority of its own directors and officers to conduct its business and affairs in accordance with their independent business judgment, or authorize or suffer any Person other than its own directors and officers to act on its behalf with respect to matters (other than matters customarily delegated to others under powers of attorney) for which a corporation's own directors and officers would customarily be responsible; (iii) fail to (A) maintain or cause to be maintained by an agent of the Transferor under the Transferor's control physical possession of all its books and records; , (bB) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in maintain capitalization adequate for the conduct of its businesses; business, (eC) maintaining account for and manage its deposit and other bank accounts and all of its assets separate liabilities separately from those of any other Person; , including, without limitation, payment of all payroll and other administrative expenses and taxes from its own assets, (fD) maintaining segregate and identify separately all of its financial records separate money and apart assets from those of any other Person; Person (gincluding, but not limited to, maintaining separate bank accounts in its own name), and (E) not suggesting maintain offices through which its business is conducted separate from those of the Servicer, Xxxxxxxxxx International, Muehlstein, any Affiliate of Muehlstein and any Affiliate of the Transferor (provided that, to the extent that the Transferor and any of its Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs and expenses among them, and each such entity shall bear its fair share of such costs and expenses and each such office shall be conspicuously identified as the office of such entity); (iv) commingle its money or other assets with those of the Servicer, Xxxxxxxxxx International, Muehlstein, any wayAffiliate of Muehlstein or any Affiliate of the Transferor, within or use its funds for other than the Transferor's uses; (v) fail Pooling and Servicing Agreement to (A) maintain its books, financial statements, that its assets are available to pay the claims of creditors accounting records and other business documents and records separate from those of the ParentServicer, Xxxxxxxxxx International, Muehlstein and each other Person, (B) act solely in its legal name and through its own authorized officers and agents, (C) make investments directly or by brokers engaged and paid by the Transferor or its agents (provided that if any such agent is an Affiliate of the Transferor it shall be compensated at a fair market rate for its services), (D) separately manage its liabilities from those of the Servicer, Xxxxxxxxxx International, Muehlstein or any Affiliate of Muehlstein and pay its own liabilities, including all administrative expenses, from its own separate assets (provided that, to the extent the employees of the Transferor participate in pension, insurance and other benefit plans of Muehlstein or any Affiliate thereof, the Borrower Transferor will reimburse Muehlstein or any Class I Restricted Subsidiary; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiarysuch Affiliate, as the case may be, duly authorized in accordance with for an appropriate share of the costs thereof), (E) pay from its organizational documentsassets all obligations and indebtedness of any kind incurred by it and (F) abide by all corporate legal formalities, duly authorize all including the maintenance of its actions; current corporate records; (ivi) ensuring assume the receipt liabilities of proper authorizationthe Servicer, when necessaryXxxxxxxxxx International, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower Muehlstein or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l))Affiliate of Muehlstein; (Bvii) guaranteeing or otherwise becoming liable for any obligations guarantee the liabilities of the ParentServicer, Xxxxxxxxxx International, Muehlstein or any Affiliate of Muehlstein; (viii) be involved in the Borrower day-to-day management of the Servicer, Xxxxxxxxxx International, or Muehlstein; (ix) act as agent of the Servicer, Xxxxxxxxxx International, Muehlstein or any Affiliate of Muehlstein or allow the Servicer, Xxxxxxxxxx International, Muehlstein or any Affiliate of Muehlstein to act as its agent (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) as Servicer hereunder or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except pursuant to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations a contract on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary Transferor than it would have obtained in a similar contract with a Person not an Affiliate of the Transferor); (x) make any advances to the Servicer, Xxxxxxxxxx International, Muehlstein or Class II Restricted Subsidiary, as any Affiliate of Muehlstein; (xi) have insufficient officers and personnel to conduct its business and operations; (xii) enter into business transactions with any of its Affiliates unless the case may be, terms are not more or less favorable to the Transferor than terms and conditions available at the time to the Transferor for comparable transactions consummated on an arms-length basis with unaffiliated Persons persons and a majority of the board of directors of the Transferor including each director who is an independent director approve the transaction; (yxiii) only with if the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting Transferor is included within the filing consolidated financial statements of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower Muehlstein or any Class I Restricted Subsidiary Affiliate thereof, fail to substantively consolidate disclose in a note in the Parent, financial reports required to be delivered quarterly and annually the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all existence of its business (whether written or oral) solely the Transferor as a separate legal entity and the participation of the Transferor in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used the transactions contemplated by the Borrower Transaction Documents; or (xiv) fail to establish investment guidelines and its Restricted Subsidiaries) so as not to mislead others as to the identity of each criteria by a majority of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiary; and (o) maintaining a record with respect to any material asset purchased from the Parent, the Borrower or any Class I Restricted Subsidiary, board of directors including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Codeat least two directors who are independent directors.

Maintenance of Separate Existence. With respect to (a) The Issuer will, and will cause each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationother Securitization Entity to: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its maintain their own deposit and other bank accounts and all of its assets securities account, as applicable, or accounts, separate from those of any of its Affiliates (other Personthan the other Securitization Entities), with commercial banking institutions and ensure that the funds of the Securitization Entities will not be diverted to any Person who is not a Securitization Entity or for other than the use of the Securitization Entities, nor will such funds be commingled with the funds of any of its Affiliates (other than the other Securitization Entities) other than as provided in the Transaction Documents; (fii) maintaining ensure that all transactions between it and any of its Affiliates (other than the other Securitization Entities), whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (ii); (iii) to the extent that any Securitization Entity and any of its Affiliates (other than the other Securitization Entities) have offices in the same location, fairly and appropriately allocate overhead costs among them, and each such entity shall bear its fair share of such expenses; (iv) (A) issue separate financial records statements from any of its Affiliates (other than the other Securitization Entities) prepared at least quarterly and prepared in accordance with GAAP and (B) file its own tax returns, if any, as may be required under applicable law, to the extent not part of a consolidated group filing a consolidated return or returns and not treated as a division or a disregarded entity for tax purposes of another taxpayer, and pay any U.S. federal and material state and local taxes required to be paid by it under applicable law, except as otherwise expressly provided in the Transaction Documents; (A) conduct its affairs in its own name and in accordance with its Charter Documents and observe all necessary, appropriate and customary limited liability company or corporate formalities (as applicable), including, but not limited to, holding all regular and special meetings appropriate to authorize all of its actions, keeping separate and apart accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts, (B) hold all of the its assets in its own name and in such a manner that it will not be costly or difficult to segregate, ascertain or identify its assets from those of any other PersonAffiliate or any other Person and (C) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other Person and, to the extent known by it, correct any misunderstanding regarding its separate identity; (gvi) (A) not suggesting in assume or guarantee any wayof the liabilities of any other Person, within become obligated for the debts of any other Person or hold out its financial statements, that its assets are credit as being available to pay the claims obligations of creditors of any other Person (other than the Parentother Securitization Entities), (B) remain solvent and pay its debts and liabilities from its assets as the Borrower same become due, and (C) except as arising under or expressly permitted by the Transaction Documents, not incur, create or assume any Class I Restricted SubsidiaryIndebtedness and not make any loans or advances to, or pledge its assets for the benefit of, any other Person or entity; (hvii) ensuring that the responsible officers of the Unrestricted Subsidiary take, or Class II Restricted Subsidiaryrefrain from taking, as the case may be, duly authorized all other actions that are necessary to be taken or not to be taken in accordance order to (A) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with its organizational documents, duly authorize respect to it and (B) comply in all of its actionsmaterial respects with those procedures described in such provisions which are applicable to it; (iviii) ensuring maintain at least one Independent Manager or Independent Director, as applicable, on its board of managers or its board of directors, as the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actionscase may be; (jix) not to the fullest extent permitted by law, so long as any Obligation remains outstanding, remove any Independent Manager or Independent Director only for Cause and only after providing the Trustee and the Control Party (with a copy to the Back-Up Manager) with no less than five (5) days’ prior written notice of (A) having any proposed removal of such Independent Manager or incurring any Indebtedness to the ParentIndependent Director, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); as applicable, and (B) guaranteeing or otherwise becoming liable for any obligations the identity of the Parentproposed replacement Independent Manager or Independent Director, as applicable, together with a certification that such replacement satisfies the requirements for an Independent Manager or an Independent Director set forth in the Charter Documents of the applicable Securitization Entity; and (x) (A) provide, or cause the Manager to provide, to the Trustee, the Borrower (other than Peso Subfacility Loans Back-Up Manager and Third-Party Peso Loansthe Control Party, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts a copy of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions executed agreement with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent appointment of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower replacement Independent Director or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted SubsidiaryIndependent Manager, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (yB) only with provide, or cause the proper approval Manager to provide, to the Trustee, the Back-Up Manager and authorization in accordance with such Unrestricted Subsidiary’s the Control Party, written notice of the identity and contact information for each Independent Director or Class II Restricted Subsidiary’s organizational documentsIndependent Manager, as applicable;, on an annual basis and at any time such information changes. (lb) refraining from filing or otherwise initiating or supporting the filing The Issuer, on behalf of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower itself and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiaryother Securitization Entities, Class II Restricted Subsidiary, confirms that the Parent, statements relating to the Borrower Issuer and/or any other Securitization Entity referenced in the opinion of Kxxxxx Xxxxxx Rxxxxxxx LLP regarding substantive consolidation matters delivered to the Trustee on the most recent Series Closing Date are true and any Class I Restricted Subsidiary; and (o) maintaining a record correct with respect to itself and each other Securitization Entity, and that the Issuer will, and will cause each other Securitization Entity to, comply with any material asset purchased from the Parent, the Borrower covenants or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, obligations assumed to be complied with by it therein as if appropriate, filings under the Uniform Commercial Codesuch covenants and obligations were set forth herein.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to The Borrower will do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its limited liability company existence separate and apart from that the Transferor and each Originator and all other Affiliates of the ParentBorrower, the Borrower and the Class I Restricted Subsidiaries including, without limitation: (ai) practicing and adhering to organizational limited liability company formalities, such as maintaining appropriate limited liability company books and records; (bii) observing maintaining at all organizational formalities in connection with all dealings between itself times at least one independent director (an “Independent Director”) (and paying reasonable compensation to such Independent Director for services rendered) who (v) is not currently and has not been during the Parentfive years preceding the date of this Agreement an officer, director, employee or supplier of the Borrower, the Transferor or any of the Originators or any of their Subsidiaries (except the Borrower) (provided, however, that a member of the board of directors who satisfies the requirements of this clause (ii) shall not be disqualified from serving as an Independent Director if he or she is also an independent director of an Affiliate of the Transferor, the Borrower or any of the Originators or any of their Subsidiaries which is a special purpose bankruptcy-remote entity), (w) is not a current or former officer or employee of the Borrower, (x) is not an equity holder of any of the Transferor, the Originators or any of their respective Subsidiaries; (y) is an employee of a nationally recognized provider of corporate or structured finance services, and (z) may not be removed by the Borrower’s equity holders or board of directors except (A) for cause, (B) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (C) with the consent of the Administrative Agent and the Class I Restricted SubsidiariesManaging Agents in their sole reasonable discretion, which consent shall not be unreasonably withheld or delayed; provided, that any such removal pursuant to clause (A) or (B) shall not be effective until at least 10 Business Days after written notice to the Independent Director, the Administrative Agent and the Managing Agents of such removal and the grounds therefor; (ciii) observing all procedures required refraining from (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by its organizational documents Affiliates other than as expressly contemplated by the Facility Documents and the laws (C) holding itself out as responsible for debts of the jurisdiction any of its organizationAffiliates or for decisions or actions with respect to the affairs of any of its Affiliates; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (eiv) maintaining all of its deposit and other bank accounts and all of its assets separate or readily identifiable from those of any other Person; (fv) maintaining all of its financial records separate and apart from those of any other PersonPerson and ensuring that any of the Parent’s and Originator’s consolidated financial statements contain appropriate disclosures to the extent shown to third parties, concerning the Borrower’s separate existence, provided that the Borrower’s financial statements may be consolidated with the financial statement of the Parent to the extent required by GAAP; (gvi) not suggesting to the extent applicable, compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in any wayrespect of services provided to it by employees, within officers, consultants and agents of such Affiliate, out of its financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiaryown funds; (hvii) ensuring that if it requires the responsible officers use of the Unrestricted Subsidiary or Class II Restricted Subsidiarya telephone, as the case may be, duly authorized maintaining a separate telephone number which will be answered only in accordance with its organizational documents, duly authorize name; (viii) accounting for and managing all of its actionsliabilities separately from those of any of its Affiliates; (iix) ensuring the receipt of proper authorizationallocating, when necessaryon an arm’s-length basis, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, including those associated with the services of shared executive officers, employees, consultants and agents, agents and shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated software; (x) on terms and conditions no less favorable refraining from paying dividends or making distributions, loans or other advances to the Unrestricted Subsidiary or Class II Restricted Subsidiaryany of its Affiliates except, in each case, as contemplated or permitted by the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons Facility Documents and (y) only with the proper approval as duly authorized by its board of directors and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableapplicable limited liability company law; (lxi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding Insolvency Proceeding involving the ParentBorrower, the Borrower Transferor, any Originator or any Class I Restricted Subsidiary other Affiliate of the Borrower to substantively consolidate the Parent, assets and liabilities of the Borrower with the assets and liabilities of any such Person or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiaryother Affiliate of the Borrower; (mxii) remaining Solventmaintaining adequate capitalization in light of its business and purpose; (nxiii) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiaryname; and (oxiv) maintaining a record with respect require that its employees, if any, when conducting its business identify themselves to non-Affiliates as such and not as employees of any material asset purchased from the Parent, other Affiliate of the Borrower (including by means of providing appropriate employees with business or any Class identification cards identifying such employees as the Borrower’s employees); and (xv) comply with (and cause to be true and correct) each of the facts and assumptions regarding the Borrower contained “Section I Restricted Subsidiary, including bills - Assumptions of sale (or any similar instrument Fact” of assignment) and, if appropriate, filings under the Uniform Commercial Codeopinion of Xxxxxxxx & Xxxxx LLP delivered pursuant to Section 3.01.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary(a) Each Co-Issuer shall, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationMaster Issuer shall cause each other Securitization Entity to: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its maintain their own deposit and other bank accounts and all of its assets securities account, as applicable, or accounts, separate from those of any of its Affiliates (other Personthan the other Securitization Entities), with commercial banking institutions and ensure that the funds of the Securitization Entities will not be diverted to any Person who is not a Securitization Entity or for other than the use of the Securitization Entities, nor will such funds be commingled with the funds of any of its Affiliates (other than the other Securitization Entities) other than as provided in the Related Documents; (fii) maintaining ensure that all transactions between it and any of its financial records separate Affiliates (other than the other Securitization Entities), whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and apart from those agreed that the transactions contemplated in the Related Documents meet the requirements of any other Personthis clause (ii); (giii) not suggesting to the extent that it requires an office to conduct its business, either (a) conduct its business from an office at a separate address from that of any of its Affiliates (other than the other Securitization Entities); provided that segregated offices in the same building shall constitute separate addresses for purposes of this clause (a), or (b) conduct its business from an office shared between such Co-Issuer or Securitization Entity and any wayof its members or Affiliates (other than the other Securitization Entities), within provided that there shall be an equitable and appropriate allocation of overhead costs among them, and each such entity shall bear its financial statements, that its assets are available to pay the claims fair share of creditors of the Parent, the Borrower or any Class I Restricted Subsidiarysuch expenses; (hiv) ensuring that issue separate financial statements from any of its Affiliates (other than the responsible officers other Securitization Entities) prepared at least quarterly and prepared in accordance with GAAP; (v) conduct its affairs in its own name and in accordance with its Charter Documents and observe all necessary, appropriate and customary limited liability company or corporate formalities (as applicable), including, but not limited to, holding all regular and special meetings appropriate to authorize all its actions, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vi) not assume or guarantee any of the Unrestricted Subsidiary liabilities of any of its Affiliates (other than the other Securitization Entities); (vii) take, or Class II Restricted Subsidiaryrefrain from taking, as the case may be, duly authorized all other actions that are necessary to be taken or not to be taken in accordance order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with its organizational documents, duly authorize respect to it and (y) comply in all of its actionsmaterial respects with those procedures described in such provisions which are applicable to it; (iviii) ensuring the receipt maintain at least one Independent Manager or Independent Director on its Board of proper authorization, when necessary, in accordance with the terms Managers or its Board of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted SubsidiaryDirectors, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable;. (lb) refraining from filing or otherwise initiating or supporting the filing Each Co-Issuer, on behalf of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower itself and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiaryother Securitization Entities, Class II Restricted Subsidiaryshall confirm on the Closing Date that the statements contained under “Assumptions of Fact” in the opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP regarding substantive consolidation and true sale or true contribution matters delivered to the Parent, Trustee on the Borrower Closing Date are true and any Class I Restricted Subsidiary; and (o) maintaining a record correct with respect to itself and each other Securitization Entity, and that each Co-Issuer shall, and the Master Issuer shall cause each other Securitization Entity to, act in a manner consistent with the assumptions and factual recitations set forth in such opinion, and comply with any material asset purchased from the Parent, the Borrower covenants or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, obligations assumed to be complied with by it therein as if appropriate, filings under the Uniform Commercial Codesuch covenants and obligations were set forth herein.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do The Borrower shall take all things necessary reasonable steps to continue its identity as a separate legal entity and to be readily distinguishable make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of the ParentAffiliated Entities or any other Person, and that it is not a division of any of the Affiliated Entities or any other Person. In that regard the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationshall: (ai) practicing maintain its limited liability company existence and adhering make independent decisions with respect to organizational formalitiesits daily operations and business affairs and, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and other than pursuant to the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws terms of the jurisdiction limited liability company agreement of its organization; (d) acting solely the Borrower, not be controlled in its name and through its duly authorized officers making such decisions by any other Affiliated Entity or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (fii) maintaining maintain its financial records separate assets in a manner which facilitates their identification and apart segregation from those of any of the other PersonAffiliated Entities; (giii) except as expressly otherwise permitted hereunder, conduct all intercompany transactions with the other Affiliated Entities on terms which the Borrower reasonably believes to be on an arm’s length basis; [***] = Certain information has been excluded from this exhibit because it is both not suggesting in material and would likely cause harm to the company if publicly disclosed. (iv) except as contemplated under any wayTransaction Document, within its financial statements, that its assets are available to pay the claims not guarantee any obligation of creditors any of the Parentother Affiliated Entities, the Borrower or nor have any Class I Restricted Subsidiary; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower any other Affiliated Entity or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (v) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Transaction Documents or the Tax Equity Financing Documents, not permit the Borrower commingling or any Class I Restricted Subsidiary; (F) operating pooling of its funds or purporting to operate as an integrated, single economic unit other assets with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)other Affiliated Entity; (kvi) causing the Unrestricted Subsidiaries maintain separate deposit and the Class II Restricted Subsidiaries other bank accounts to reimburse the Borrower and which no other Affiliated Entity has any access; (vii) compensate (either directly or through reimbursement of its other Subsidiaries for the respective shares (determined on a commercially reasonable basisallocable share of any shared expenses) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, and Affiliated Entities, to the extent applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliated Entities, in each case, either directly from the Borrower’s own funds or indirectly through documented capital contributions from SEC, the Seller (Solar Loans), the Seller (Solar Assets) or any other direct or indirect parent of the Borrower; (viii) have agreed, in writing, with each of the other relevant Affiliated Entities to allocate among themselves, shared computer overhead and corporate operating services and expenses which are not reflected in documentation in connection with a Takeout Transaction (including without limitation the services of shared employees, consultants and agents and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered; (ix) pay for its own account, directly from the Borrower’s own funds or indirectly through documented capital contributions from any of SEC, the Seller (Solar Loans), the Seller (Solar Assets), or any other direct or indirect parent of the Borrower, for accounting and payroll services, rent, lease and other office equipment expenses (or its allocable share of any such amounts provided by one or more other Affiliated Entity) and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with not have such operating expenses (or the Borrower’s allocable share thereof) paid by any of the ParentAffiliated Entities; provided, that SEC or another Affiliated Entity shall be permitted to pay the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated initial organizational expenses of the Borrower; (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name (other than using servicemarksthrough its duly authorized officers, trademarksemployees and agents, slogans or similar Intellectual Property which are in common with those used by including the Borrower Manager and its Restricted Subsidiaries) so as the Servicer; [***] = Certain information has been excluded from this exhibit because it is both not to mislead others as material and would likely cause harm to the identity company if publicly disclosed. (xi) not make or declare any distributions of each cash or property to the holders of its equity securities or make redemptions or repurchases of its equity securities, in either case, on a periodic basis any more frequently than monthly or otherwise, in certain other irregular cases, in accordance with appropriate limited liability company formalities and consistent with sound business judgment; and all such distributions, redemptions or repurchases shall only be permitted hereunder to the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiaryextent that no Event of Default then exists or would result therefrom; and (oxii) maintaining a record otherwise practice and adhere to limited liability company formalities such as complying with respect to any material asset purchased from the Parentits organizational documents and member and board of director resolutions, the Borrower or any Class I Restricted Subsidiaryholding of regularly scheduled meetings of the member and board of directors, including bills and maintaining complete and correct books and records and minutes of sale (or any similar instrument meetings and other proceedings of assignment) and, if appropriate, filings under the Uniform Commercial Codeits member and board of directors.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, Holdings, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, Holdings, the Borrower and the Class I Restricted Subsidiaries including, without limitation: (a) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, Holdings, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (f) maintaining its financial records separate and apart from those of any other Person; (g) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of the its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k7.2(j) or (lk)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, Holdings, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, Holdings, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s 's or Class II Restricted Subsidiary’s 's organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, Holdings, the Borrower and any Class I Restricted Subsidiary; and (o) maintaining a record with respect to any material asset purchased from the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Code.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do The Borrower shall take all things necessary reasonable steps to continue its identity as a separate legal entity and to be readily distinguishable make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of the ParentAffiliated Entities or any other Person, and that it is not a division of any of the Affiliated Entities or any other Person. In that regard the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationshall: (ai) practicing maintain its limited liability company existence and adhering make independent decisions with respect to organizational formalitiesits daily operations and business affairs and, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and other than pursuant to the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws terms of the jurisdiction limited liability company agreement of its organization; (d) acting solely the Borrower, not be controlled in its name and through its duly authorized officers making such decisions by any other Affiliated Entity or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (fii) maintaining maintain its financial records separate assets in a manner which facilitates their identification and apart segregation from those of any of the other PersonAffiliated Entities; (giii) not suggesting in any wayexcept as expressly otherwise permitted hereunder, within its financial statements, that its assets are available to pay conduct all intercompany transactions with the claims of creditors of the Parent, other Affiliated Entities on terms which the Borrower or any Class I Restricted Subsidiaryreasonably believes to be on an arm’s length basis; (hiv) ensuring that the responsible officers not guarantee any obligation of any of the Unrestricted Subsidiary or Class II Restricted Subsidiaryother Affiliated Entities, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all nor have any of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower any other Affiliated Entity or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (v) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Transaction Documents, not permit the Borrower commingling or any Class I Restricted Subsidiary; (F) operating pooling of its funds or purporting to operate as an integrated, single economic unit other assets with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)other Affiliated Entity; (kvi) causing maintain separate deposit and other bank accounts to which no other Affiliated Entity has any access; [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and company if publicly disclosed. (vii) compensate (either directly or through reimbursement of its other Subsidiaries for the respective shares (determined on a commercially reasonable basisallocable share of any shared expenses) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, and Affiliated Entities, to the extent applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliated Entities, in each case, either directly from the Borrower’s own funds or indirectly through documented capital contributions from the Parent, Intermediate Holdco, the Seller or any other direct or indirect parent of the Borrower; (viii) have agreed with each of the other relevant Affiliated Entities to allocate among themselves, through documented intercompany transactions, including documented capital contributions from the Parent, Intermediate Holdco, the Seller or any other direct or indirect parent of the Borrower, shared computer overhead and other office equipment corporate operating services and software expenses which are not reflected in documentation in connection with a Takeout Transaction (including the services of shared employees, consultants and shared telephone numbers; agents and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise refraining on a basis reasonably related to actual use or the value of services rendered; (ix) pay for its own account, directly from engaging in any transaction with the Borrower’s own funds or indirectly through documented capital contributions from any of the Parent, Intermediate Holdco, the Borrower Seller or any Class I Restricted Subsidiary unless other direct or indirect parent of the Borrower, for accounting and payroll services, rent, lease and other expenses (or its allocable share of any such transaction is consummated amounts provided by one or more other Affiliated Entity) and not have such operating expenses (or the Borrower’s allocable share thereof) paid by any of the Affiliated Entities; provided, that the Parent or another Affiliated Entity shall be permitted to pay the initial organizational expenses of the Borrower; (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name through its duly authorized officers, employees and agents, including the Manager and the Servicer; (other than using servicemarks, trademarks, slogans xi) not make or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as declare any distributions of cash or property to the identity holders of each its equity securities or make redemptions or repurchases of its equity securities, in either case, on a periodic basis any more frequently than monthly or otherwise, in certain other irregular cases, in accordance with appropriate corporate formalities and consistent with sound business judgment; and all such distributions, redemptions or repurchases shall only be permitted hereunder to the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiaryextent that no Event of Default then exists or would result therefrom; and (oxii) maintaining a record otherwise practice and adhere to corporate formalities such as complying with respect to any material asset purchased from the Parentits organizational documents and member and manager resolutions, the Borrower or any Class I Restricted Subsidiaryholding of regularly scheduled meetings of members and managers, including bills and maintaining complete and correct books and records and minutes of sale (or any similar instrument meetings and other proceedings of assignment) and, its members and managers. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if appropriate, filings under the Uniform Commercial Codepublicly disclosed.

Maintenance of Separate Existence. With respect to each Unrestricted (a) Each Borrower shall, and shall cause the Policy Subsidiary and Class II Restricted Subsidiarythe General Partner to, cause such Subsidiary to do take all things necessary reasonable steps to continue its identity as a separate legal entity and to be readily distinguishable make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of any Affiliated Entity or any other Person, and that it is not a division of any Affiliated Entity or any other Person. In that regard, and without limiting the Parentforegoing in any manner, each Borrower shall, and shall cause the Borrower Policy Subsidiary and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationGeneral Partner to: (ai) practicing maintain its (A) Société à Responsabilité Limitée existence with respect to the Luxembourg Borrower, (B) limited liability company existence with respect to the German Borrower, (C) company existence with respect to the General Partner and adhering (D) limited partnership existence, with respect to organizational formalitiesthe Policy Subsidiary, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection each case make independent decisions with all dealings between itself respect to its daily operations and business affairs and, other than pursuant to the Parentterms of the limited partnership agreement of the Luxembourg Borrower, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws limited liability company agreement of the jurisdiction German Borrower, the operating agreement of its organization; (d) acting solely the General Partner or the limited partnership agreement of the Policy Subsidiary, as applicable, not be controlled in its name and through its duly authorized officers making such decisions by any other Affiliated Entity or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (fii) maintaining Reserved; (iii) maintain its financial records separate assets in a manner which facilitates their identification and apart segregation from those of any of the other PersonAffiliated Entities; (giv) not suggesting in any way, within its financial statements, that its assets are available conduct all intercompany transactions with the other Affiliated Entities on terms which the Borrowers reasonably believe to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiarybe on an arm’s length basis; (hv) ensuring that the responsible officers not guarantee any obligation of any of the Unrestricted Subsidiary or Class II Restricted Subsidiaryother Affiliated Entities, except as the case may bedisclosed on Schedule 5.27 hereof, duly authorized in accordance with its organizational documents, duly authorize all nor have any of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower any other Affiliated Entity or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of the Parent, the Borrower any other Affiliated Entity; (vi) not commingle or pool any Class I Restricted Subsidiary; (F) operating of its funds or purporting to operate as an integrated, single economic unit other assets with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)other Affiliated Entity; (kvii) causing the Unrestricted Subsidiaries maintain separate deposit and the Class II Restricted Subsidiaries other bank accounts to reimburse the Borrower and its which no other Subsidiaries for the respective shares Affiliated Entity has any access; (determined on a commercially reasonable basisviii) maintain financial records which are separate from those of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries other Affiliated Entities; (ix) compensate (either directly or through reimbursement of the costs its allocable share of any shared expenses) all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of Affiliated Entities, to the Parentextent applicable, for services provided to a Borrower, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Policy Subsidiary or Class II Restricted Subsidiarythe General Partner, as applicable, by such employees, consultants and agents or Affiliated Entities, in each case, from a Borrower’s, the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Policy Subsidiary’s or Class II Restricted Subsidiarythe General Partner’s organizational documentsown funds, as applicable; (lx) refraining from filing have agreed with each of the other relevant Affiliated Entities to allocate among themselves shared overhead and corporate operating services and expenses on the basis of actual use or the value of services rendered, and otherwise initiating on a basis reasonably related to actual use or supporting the filing value of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiaryservices rendered; (mxi) remaining Solventpay for its own account for accounting and payroll services, rent, lease and other expenses (or its allocable share of any such amounts provided by one or more other Affiliated Entity) and not have such operating expenses (or a Borrower’s, the Policy Subsidiary’s or the General Partner’s, as applicable, allocable share thereof) paid by any of the Affiliated Entities; (nxii) conducting maintain adequate capitalization in light of its business and purpose; (xiii) conduct all of its business (whether written in writing or oralorally) solely in its own name through its duly authorized officers, employees and agents; (other than using servicemarks, trademarks, slogans xiv) not make or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as declare any distributions of cash or property to the identity holders of each its equity securities or make redemptions or repurchases of its equity securities, in either case, on a periodic basis any more frequently than monthly or otherwise, in certain other irregular cases, in accordance with appropriate corporate formalities and consistent with sound business judgment; and all such distributions, redemptions or repurchases shall only be permitted hereunder to the Unrestricted Subsidiary, Class II Restricted Subsidiaryextent that it is not violative of any Applicable Law and that no Event of Default or Default then exists or would result therefrom; (xv) otherwise practice and adhere to corporate formalities such as complying with its constitutive documents and member and manager resolutions, the Parentholding of regularly scheduled meetings of members and managers, the Borrower and any Class I Restricted Subsidiarymaintaining complete and correct books and records and minutes of meetings and other proceedings of its members and managers; and (oxvi) maintaining a record with respect not fail to any material asset purchased from maintain all policies and procedures or take or continue to take all actions necessary or appropriate to ensure that all factual assumptions set forth in opinions of counsel of the ParentBorrowers, the Borrower or any Class I Restricted Policy Subsidiary, including bills of sale (the General Partner or any similar instrument of assignment) and, if appropriate, filings under their respective Affiliates delivered in connection herewith or the Uniform Commercial Codeother Transaction Documents remain true and accurate at all times.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do Do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its limited liability company existence separate and apart from that the Collection Agent and other Affiliates of the ParentBorrower (including without limitation the Originators, the Borrower EFH Corp. and the Class I Restricted Subsidiaries includingTXU Energy Retail, without limitation: (a) practicing it being understood and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (f) maintaining its financial records separate and apart from those of any other Person; (g) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiary; (h) ensuring agreed that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized term “Affiliates” used in accordance with its organizational documents, duly authorize all of its actions; this subsection (i) ensuring the receipt includes each of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (lEFH Corp. and TXU Energy Retail)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, (i) maintaining proper limited liability company records and books of account separate from those associated with of such Affiliates; (ii) maintaining its assets, funds and transactions separate from those of such Affiliates, reflecting such assets, funds and transactions in financial statements separate and distinct from those of such Affiliates, and evidencing such assets, funds and transactions by appropriate entries in the services of shared executive officersbooks and records referred to in clause (i) above, employees, consultants and agents, shared computer providing for its own operating expenses and liabilities from its own assets and funds other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated than (x) on terms certain expenses and conditions no less favorable liabilities relating to basic overhead which may be allocated between the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons Borrower and such Affiliates and (y) only with the proper approval commingling of Collections contemplated and authorization not prohibited by the Transaction Documents; (iii) holding such appropriate meetings or obtaining such appropriate consents of its Board of Directors as are necessary to authorize all the Borrower’s limited liability company actions required by law to be authorized by the Board of Directors, keeping minutes of such meetings and of meetings of its members and observing all other customary limited liability company formalities (and any successor Borrower shall observe similar procedures in accordance with its governing documents and applicable law); (iv) at all times entering into its contracts and otherwise holding itself out to the public under the Borrower’s own name as a legal entity separate and distinct from such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; Affiliates; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (nv) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by transactions and dealings between the Borrower and such Affiliates on an arm’s length basis; (vi) having at all times at least one member of its Restricted SubsidiariesBoard of Directors that is an Independent Director; (vii) so as not removing the Independent Director, except (A) for cause, (B) in the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (C) with the consent of the Administrative Agent (not to mislead others as be unreasonably withheld); provided, that any such removal pursuant to clauses (A) or (B) above shall not be effective until written notice of such removal is delivered pursuant to Section 5.02(l) and (if applicable) the identity ten day period referred to therein has elapsed; (viii) ensuring that its limited liability company agreement at all times provides for the matters set forth in clauses (vi) and (vii) above; and (ix) not amending or otherwise modifying its certificate of each formation or limited liability company agreement in any respect that would impair its ability to comply with terms and provisions of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiary; and (o) maintaining a record with respect to any material asset purchased from the Parent, the Borrower or any Class I Restricted SubsidiaryTransaction Documents, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Codethis Section 5.01(i).

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to AESOP Leasing will do all things necessary to continue to be readily distinguishable from the ParentARC, ARAC, Original AESOP, AESOP Leasing II, AFC, AFC-II, the Borrower Affiliates of the foregoing or any other affiliated or unaffiliated entity and the Class I Restricted Subsidiaries and to maintain its existence as a limited partnership separate and apart from that of the ParentOriginal AESOP, the Borrower AESOP Leasing II, AFC, AFC-II, ARAC and the Class I Restricted Subsidiaries ARC and Affiliates of ARC including, without limitation: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (bii) observing all organizational formalities in connection with all dealings between itself and the ParentARC, ARAC, Original AESOP, AESOP Leasing II, AFC, AFC-II, the Borrower and Affiliates of the Class I Restricted Subsidiariesforegoing or any other affiliated or unaffiliated entity; (ciii) observing all procedures required by its organizational documents certificate of limited partnership, its limited partnership agreement and the laws of the jurisdiction State of its organizationDelaware; (div) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (ev) managing its business and affairs by or under the direction of its general partner; (vi) ensuring that its general partner duly authorizes all of its actions; (vii) ensuring the receipt of proper authorization, when necessary, from its limited partner(s) for its actions; (viii) requiring its general partner to maintain at least two corporate directors who are Independent Directors; (ix) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (x) not (A) having or incurring any debt or obligations to any of Original AESOP, AESOP Leasing II, AFC, AFC-II, ARC, ARAC, the Affiliates of the foregoing or any other affiliated or unaffiliated entity, except for, the obligations to AFC-II under the AESOP I Loan Agreements; (B) other than as provided in the Related Documents, guaranteeing or otherwise becoming liable for any obligations of Original AESOP, AESOP Leasing II, AFC, AFC-II, ARAC or ARC or any Affiliates of the foregoing; (C) having obligations guaranteed by Original AESOP, AESOP Leasing II, AFC, AFC-II, ARAC or ARC or any Affiliates of the foregoing; (D) holding itself out as responsible for debts of Original AESOP, AESOP Leasing II, AFC, AFC-II, ARAC or ARC or any Affiliates of the foregoing or for decisions or actions with respect to the affairs of Original AESOP, AESOP Leasing II, AFC, AFC-II, ARAC or ARC or any Affiliates of the foregoing; (E) failing to correct any known misrepresentation with respect to the statement in subsection (C); (F) operating or purporting to operate as an integrated, single economic unit with respect to Original AESOP, AESOP Leasing II, AFC, AFC-II, ARAC, ARC, the Affiliates of the foregoing or any other affiliated or unaffiliated entity or any other affiliated or unaffiliated entity; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of Original AESOP, AESOP Leasing II, AFC, AFC-II, ARAC, ARC, the Affiliates of the foregoing or any other affiliated or unaffiliated entity; (H) induce any such third party to reasonably rely on the creditworthiness of Original AESOP, AESOP Leasing II, AFC, AFC-II, ARAC, ARC, the Affiliates of the foregoing or any other affiliated or unaffiliated entity; and (I) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Original AESOP, AESOP Leasing II, AFC, AFC-II, ARAC or ARC or any Affiliates of the foregoing other than as required by the Related Documents with respect to insurance on the Vehicles; (xi) other than as provided in the Related Documents, maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (fxii) maintaining its financial records separate and apart from those of any other Person; (gxiii) disclosing in its annual financial statements the effects of the transactions contemplated by the Related Documents in accordance with generally accepted accounting principles; (xiv) setting forth clearly in its financial statements its separate assets and liabilities and the fact that the Vehicles leased under the AESOP I Operating Lease are owned by AESOP Leasing; (xv) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of the ParentOriginal AESOP, AESOP Leasing II, AFC, AFC-II, ARAC, ARC, the Borrower Affiliates of the foregoing or any Class I Restricted Subsidiaryother affiliated or unaffiliated entity; (hxvi) ensuring compensating all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds; (xvii) maintaining office space separate and apart from that the responsible officers of Original AESOP, AESOP Leasing II, AFC, AFC-II, ARAC or ARC or any Affiliates of the Unrestricted Subsidiary foregoing (even if such office space is subleased from or Class II Restricted Subsidiaryis on or near premises occupied by Original AESOP, as AESOP Leasing II, AFC, AFC-II, ARAC or ARC or any Affiliates of the case may beforegoing) and a telephone number separate and apart from that of Original AESOP, duly authorized AESOP Leasing II, AFC, AFC-II, ARAC or ARC or any Affiliates of the foregoing; (xviii) conducting all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in accordance with its organizational documentsown name; (xix) having separate stationary from Original AESOP, duly authorize AESOP Leasing II, AFC, AFC-II, ARAC, ARC, the Affiliates of the foregoing or any other affiliated or unaffiliated entity; (xx) accounting for and managing all of its actionsliabilities separately from those of Original AESOP, AESOP Leasing II, AFC, AFC-II, ARAC or ARC or any Affiliates of the foregoing; (ixxi) ensuring the receipt of proper authorizationallocating, when necessaryon an arm's-length basis, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, agents and shared computer and other office equipment and software and shared telephone numberssoftware; and otherwise refraining from engaging in any transaction maintaining an arm's-length relationship with any each of Original AESOP, AESOP Leasing II, AFC, AFC-II, ARAC, ARC, the Affiliates of the Parent, the Borrower foregoing or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary other affiliated or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableentity; (lxxii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the ParentOriginal AESOP, the Borrower AESOP Leasing II, AFC, AFC-II, AESOP Leasing, ARAC, ARC or any Class I Restricted Subsidiary Affiliate of ARC, to substantively consolidate the ParentOriginal AESOP, the Borrower AESOP Leasing II, AFC, AFC-II or AESOP Leasing with ARAC, ARC or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted SubsidiaryAffiliate of ARC; (mxxiii) remaining Solvent;solvent and assuring adequate capitalization for the business in which it is engaged; and (nxxiv) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of Original AESOP, AESOP Leasing II, AESOP Leasing, AFC, AFC-II, ARAC, ARC and the Unrestricted SubsidiaryAffiliates of the foregoing or any other affiliated or unaffiliated entity. AESOP Leasing acknowledges its receipt of a copy of those certain opinion letters issued by Skadden, Class II Restricted SubsidiaryArps, Slate, Xxxxxxx & Xxxx LLP dated July 30, 1997 and the Parentdate hereof addressing the issue of substantive consolidation as they may relate to any of ARAC, ARC and each affiliate of ARC on the Borrower one hand and any Class I Restricted Subsidiary; and (o) maintaining a record with respect of Original AESOP, AESOP Leasing II, AFC, AFC-II and AESOP Leasing on the other hand and as among Original AESOP, AESOP Leasing II, AESOP Leasing, AFC-II and AFC. AESOP Leasing hereby agrees to any material asset purchased from maintain in place all policies and procedures, and take and continue to take all action, described in the Parent, the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Codefactual assumptions set forth in such opinion letters and relating to it.

Maintenance of Separate Existence. With respect to (a) Each Co-Issuer will, and will cause each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationother Securitization Entity to: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its maintain their own deposit and other bank accounts and all of its assets securities account, as applicable, or accounts, separate from those of any of its Affiliates (other Personthan the other Securitization Entities), with commercial banking institutions and ensure that the funds of the Securitization Entities will not be diverted to any Person who is not a Securitization Entity or for other than the use of the Securitization Entities, nor will such funds be commingled with the funds of any of its Affiliates (other than the other Securitization Entities) other than as provided in the Transaction Documents; (fii) maintaining ensure that all transactions between it and any of its financial records separate Affiliates (other than the other Securitization Entities), whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and apart from those agreed that the transactions contemplated in the Transaction Documents and the transactions described in the proviso to clause (vi) meet the requirements of any other Personthis clause (ii); (giii) not suggesting to the extent that it requires an office to conduct its business, conduct its business from an office at a separate address from that of any of its Affiliates (other than the other Securitization Entities); provided that segregated offices in the same building shall constitute separate addresses for purposes of this clause (iii). To the extent that any waySecuritization Entity and any of its members or Affiliates (other than the other Securitization Entities) have offices in the same location, within there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its financial statements, that its assets are available to pay the claims fair share of creditors of the Parent, the Borrower or any Class I Restricted Subsidiarysuch expenses; (hiv) ensuring issue separate financial statements from any of its Affiliates (other than the other Securitization Entities) prepared at least quarterly and prepared in accordance with GAAP; (v) conduct its affairs in its own name and in accordance with its Charter Documents and observe all necessary, appropriate and customary limited liability company or corporate formalities (as applicable), including, but not limited to, holding all regular and special meetings appropriate to authorize all of its actions, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vi) not assume or guarantee any of the liabilities of any of its Affiliates (other than the other Securitization Entities); provided that the responsible officers Securitization Entities may, pursuant to any Letter of Credit Reimbursement Agreement, cause letters of credit to be issued pursuant to the Unrestricted Subsidiary Class A-1 Note Purchase Agreements that are for the sole benefit of one or Class II Restricted Subsidiarymore Non-Securitization Entities if the Co-Issuers receive a fee from each Non-Securitization Entity whose obligations are secured by such letter of credit in an amount equal to the cost to the Co-Issuers in connection with the issuance and maintenance of such letter of credit plus 25 basis points per annum, it being understood that such fee is an arm’s-length fair market fee; (vii) take, or refrain from taking, as the case may be, duly authorized all other actions that are necessary to be taken or not to be taken in accordance order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with its organizational documents, duly authorize respect to it and (y) comply in all of its actionsmaterial respects with those procedures described in such provisions which are applicable to it; (iviii) ensuring the receipt maintain at least two Independent Managers or Independent Directors, as applicable, on its board of proper authorization, when necessary, in accordance with the terms managers or its board of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiarydirectors, as the case may be; (ix) to the fullest extent permitted by law, so long as any Obligation remains outstanding, remove or replace any Independent Manager or Independent Director only for Cause and only after providing the Trustee and the Control Party with no less than transactions consummated on an arms-length basis with unaffiliated Persons and five (y5) only with the proper approval and authorization in accordance with days’ prior written notice of (A) any proposed removal of such Unrestricted Subsidiary’s Independent Manager or Class II Restricted Subsidiary’s organizational documentsIndependent Director, as applicable; , and (lB) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each the proposed replacement Independent Manager or Independent Director, as applicable, together with a certification that such replacement satisfies the requirements for an Independent Manager or an Independent Director set forth in the Charter Documents of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiaryapplicable Securitization Entity; and (ox) maintaining (A) provide, or cause the Manager to provide, to the Trustee and the Control Party, a record copy of the executed agreement with respect to the appointment of any material asset purchased from replacement Independent Director or Independent Manager and (B) provide, or cause the ParentManager to provide, to the Trustee, the Borrower Control Party and each Noteholder, written notice of the identity and contact information for each Independent Director or Independent Manager on an annual basis and at any Class I Restricted Subsidiarytime such information changes. (b) Each Co-Issuer, including bills on behalf of sale (itself and each of the other Securitization Entities, confirms that the statements relating to the Co-Issuers referenced in the opinion of Sidley Austin LLP regarding substantive consolidation matters delivered to the Trustee on the most recent Series Closing Date are true and correct with respect to itself and each other Securitization Entity, and that each Co-Issuer will, and will cause each other Securitization Entity to, comply with any covenants or any similar instrument of assignment) and, obligations assumed to be complied with by it therein as if appropriate, filings under the Uniform Commercial Codesuch covenants and obligations were set forth herein.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do The Borrower shall take all things necessary reasonable steps to continue its identity as a separate legal entity and to be readily distinguishable make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of the ParentAffiliated Entities or any other Person, and that it is not a division of any of the Affiliated Entities or any other Person. In that regard the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationshall: (ai) practicing maintain its limited liability company existence and adhering make independent decisions with respect to organizational formalitiesits daily operations and business affairs and, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and other than pursuant to the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws terms of the jurisdiction limited liability company agreement of its organization; (d) acting solely the Borrower, not be controlled in its name and through its duly authorized officers making such decisions by any other Affiliated Entity or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (fii) maintaining maintain its financial records separate assets in a manner which facilitates their identification and apart segregation from those of any of the other PersonAffiliated Entities; (giii) not suggesting in any wayexcept as expressly otherwise permitted hereunder, within its financial statements, that its assets are available to pay conduct all intercompany transactions with the claims of creditors of the Parent, other Affiliated Entities on terms which the Borrower or any Class I Restricted Subsidiaryreasonably believes to be on an arm’s length basis; (hiv) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring not guarantee any Indebtedness to obligation of any of the Parentother Affiliated Entities, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); nor (B) guaranteeing or otherwise becoming liable for except as provided in the Transaction Documents, have any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having its obligations guaranteed by the Parent, the Borrower any other Affiliated Entity or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (v) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Transaction Documents, not permit the Borrower commingling or any Class I Restricted Subsidiary; (F) operating pooling of its funds or purporting to operate as an integrated, single economic unit other assets with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)other Affiliated Entity; (kvi) causing the Unrestricted Subsidiaries maintain separate books and the Class II Restricted Subsidiaries records, and deposit and other bank accounts to reimburse the Borrower and which no other Affiliated Entity has any access; (vii) compensate (either directly or through reimbursement of its other Subsidiaries for the respective shares (determined on a commercially reasonable basisallocable share of any shared expenses) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, and Affiliated Entities, to the extent applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliated Entities, in each case, either directly from the Borrower’s own funds or indirectly through documented capital contributions from the Parent, Intermediate Holdco, the Seller or any other direct or indirect parent of the Borrower; (viii) have agreed in writing with each of the other relevant Affiliated Entities to allocate among themselves shared computer overhead and other office equipment corporate operating services and software expenses which are not reflected in documentation in connection with a Takeout Transaction (including the services of shared employees, consultants and shared telephone numbers; agents and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise refraining on a basis reasonably related to actual use or the value of services rendered; (ix) pay for its own account, directly from engaging in any transaction with the Borrower’s own funds or indirectly through documented capital contributions from any of the Parent, Intermediate Holdco, the Borrower Seller or any Class I Restricted Subsidiary unless other direct or indirect parent of the Borrower, for accounting and payroll services, rent, lease and other expenses (or its allocable share of any such transaction is consummated amounts provided by one or more other Affiliated Entity) and not have such operating expenses (or the Borrower’s allocable share thereof) paid by any of the Affiliated Entities; provided, that the Parent or another Affiliated Entity shall be permitted to pay the initial organizational expenses of the Borrower; (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name through its duly authorized officers, employees and agents, including the Servicer; (other than using servicemarksxi) except as contemplated under any Transaction Document, trademarks, slogans not make or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as declare any distributions of cash or property to the identity holders of each its equity securities or make redemptions or repurchases of its equity securities, in either case, on a periodic basis any more frequently than monthly or otherwise, in certain other irregular cases, in accordance with appropriate limited liability company formalities and consistent with sound business judgment; and all such distributions, redemptions or repurchases shall only be permitted hereunder to the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiaryextent that no Event of Default then exists or would result therefrom; and (oxii) maintaining a record otherwise practice and adhere to limited liability company formalities such as complying with respect to any material asset purchased from the Parentits organizational documents and member, manager and board of directors resolutions (as applicable), the Borrower or any Class I Restricted Subsidiaryholding of regularly scheduled meetings of the member, including bills manager and board of sale directors, and maintaining complete and correct books and records and minutes of meetings and other proceedings of its member, managers and board of directors (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Codeas applicable).

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do The Trustees shall take all things steps necessary to continue the identity of the Trust as a separate legal entity and to be readily distinguishable make it apparent to third Persons that the Trust is an entity with assets and liabilities distinct from those of the ParentGrantor, any Owner, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that Trustees, Affiliates of the ParentGrantor or any Owner or any other Person, and that, except for financial reporting purposes (to the extent required by generally accepted accounting principles) and for state and federal income and franchise tax purposes, it is not a division of any of the Affiliated Entities or any other Person. In that regard, and without limiting the foregoing in any manner, the Borrower and the Class I Restricted Subsidiaries including, without limitationTrust shall: (a) practicing be managed by the Trustees who shall make independent decisions with respect to the daily operations and adhering to organizational formalitiesbusiness affairs of the Trust and, except as otherwise provided herein, neither the Trustees nor the Trust shall be controlled in making such as maintaining appropriate books and recordsdecisions by the Grantor, any Owner, any Affiliated Entity or any other Person; (b) observing all organizational formalities in connection with all dealings between itself maintain at least one Independent Trustee and one Delaware Trustee (who may be the Parent, the Borrower and the Class I Restricted Subsidiariessame Person); (c) observing all procedures required by its organizational documents and if the laws office of the jurisdiction Trust is not in the care of its organizationthe Issuer Trustee, as provided by 2.02, maintain office space separate and clearly delineated from the office space of any Affiliated Entity, owned by the Trust or evidenced by a written lease or sublease (even if located in an office owned or leased by, or shared with, an Affiliated Entity); (d) acting solely maintain the assets of the Trust in such a manner that it is not costly or difficult to segregate, identify or ascertain its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its individual assets separate from those of any other Person, including any Affiliated Entity; (e) if the office of the Trust is not in the care of the Issuer Trustee, as provided by 2.02, maintain a separate telephone number which will be answered only in its own name, and keep and use separate stationary, checks and other business forms; (f) maintaining its financial records separate conduct all intercompany transactions with Affiliated Entities on an arm's-length basis and apart from those of any other Personin accordance with Section 4.03; (g) not suggesting in guarantee or become obligated for the debts of any way, within its financial statements, that its assets are Affiliated Entity or hold the credit of the Trust out as being available to pay satisfy the claims obligations of creditors any Affiliated Entity or other Person, nor have any of the Parent, the Borrower or any Class I Restricted Subsidiary; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having Trust's obligations guaranteed by any Affiliated Entity or hold the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself Trust out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary Affiliated Entity or for the decisions or actions with respect to the business and affairs of the Parentany Affiliated Entity, the Borrower nor seek or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third third-party based upon the creditworthiness or assets of any Affiliated Entity or any other Person (i.e. other than based on the assets of the ParentTrust) nor allow any Affiliated Entity to do such things based on the credit of the Trust; (h) except as expressly otherwise permitted hereunder or under any of the Trust Related Agreements, not permit the Borrower commingling or pooling of the Trust's funds or other assets with the funds or other assets of any Affiliated Entity; (i) maintain separate deposit and other bank accounts and funds to which no Affiliated Entity has any access, which accounts shall be maintained in the name and tax identification number of the Trust; (j) maintain full books of accounts and records (financial or other) and financial statements separate from those of the Affiliated Entities or any Class I Restricted Subsidiary other Person, prepared and maintained in accordance with GAAP, (except including, but not limited to, all resolutions, records, agreements or instruments underlying or regarding the transactions contemplated by the Trust Related Agreements or otherwise) and will be audited annually by an independent accounting firm which shall provide such audit to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)Bond Trustee; (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares compensate (determined on a commercially reasonable basis) either directly or through reimbursement of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries Trust's allocable share of the costs of any shared expenses) all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agentsagents and Affiliated Entities, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary extent applicable, for services provided to the Trust by such employees, consultants and agents or Class II Restricted SubsidiaryAffiliated Entities, as in each case, from the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons Trust's own funds and (y) only with the proper approval and authorization maintain a sufficient number of employees in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicablelight of its contemplated operations; (l1) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in pay for its own name account for accounting and payroll services, rent, lease and other expenses (or the Trust's allocable share of any such amounts provided by one 9 or more other than using servicemarksAffiliated Entity) and not have such operating expenses (or the Trust's allocable share thereof) paid by any Affiliated Entities, trademarksprovided, slogans or similar Intellectual Property which are in common with those used by that the Borrower and its Restricted Subsidiaries) so as not Grantor shall be permitted to mislead others as to pay the identity of each initial organization expenses of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiary; and (o) maintaining a record with respect to any material asset purchased from the Parent, the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Code.Trust;

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class Each of HVF II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationHVF II General Partner will: (a) practicing maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions and adhering ensure that the funds of HVF II will not be diverted to organizational formalitiesany other Person or for other than the use of HVF II, nor will such funds be commingled with the funds of Hertz or any other Subsidiary or Affiliate of Hertz other than as maintaining appropriate books and recordsprovided in the Master Related Documents; (b) observing ensure that all organizational formalities transactions between HVF II and any of its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and agreed that the transactions contemplated in connection with all dealings between itself and the Parent, Master Related Documents meet the Borrower and the Class I Restricted Subsidiariesrequirements of this clause (b); (c) observing all procedures required by to the extent that it requires an office to conduct its organizational documents business, conduct its business from an office at a separate address from that of Hertz and its Affiliates (other than Hertz Vehicles LLC or any other affiliated special purpose company (other than HGI)); provided, that segregated offices in the laws same building shall constitute separate addresses for purposes of this clause (c). To the jurisdiction extent that HVF II and any of its organizationmembers or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses; (d) acting solely conduct its affairs in its own name and through its duly authorized officers in accordance with the HVF II LP Agreement or agents in the conduct HVF II General Partner Certificate of Incorporation and by-laws, as applicable, and observe all necessary, appropriate and customary limited partnership or limited liability company formalities, as applicable, including, but not limited to, holding all regular and special meetings and/or adopting all written consents appropriate to authorize all actions of HVF II or the HVF II General Partner, as applicable, keeping separate and accurate minutes of its businessesmeetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (e) maintaining its deposit and other bank accounts and all not assume or guarantee any of its assets separate from those the liabilities of Hertz or any other PersonAffiliate thereof; (f) maintaining only in the case of the HVF II General Partner, maintain at least two (2) Independent Directors on its financial records separate and apart from those Board of any other PersonDirectors; (g) not suggesting in any way, within its maintain separate financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiary; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized statements in accordance with its organizational documentsGAAP, duly authorize all of its actions; or, if financial statements are prepared on a consolidated basis with Hertz or any Affiliate thereof, such financial statements shall contain notes clearly (i) ensuring disclosing the receipt separate legal existence of proper authorization, when necessary, in accordance with each of HVF II and the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans HVF II General Partner and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, stating that the assets of HVF II and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, HVF II General Partner are owned by HVF II or the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class HVF II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documentsGeneral Partner, as applicable; (l) refraining from filing , and are not available to satisfy obligations of Hertz or otherwise initiating or supporting such Affiliate and identifying the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each amounts of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiary; and (o) maintaining a record with respect to any material asset purchased from the Parent, the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Codeassets so owned.

Maintenance of Separate Existence. With respect to The Borrower shall take, and shall cause each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Borrower Subsidiary to do take, all things necessary reasonable steps to continue its identity as separate legal entity and to be readily distinguishable make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of the ParentAffiliated Entities or any other Person, and that it is not a division of any of the Affiliated Entities or any other Person. In that regard the Borrower shall and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the shall cause each Borrower and the Class I Restricted Subsidiaries including, without limitationSubsidiary to: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of maintain its assets separate in a manner which facilitates their identification and segregation from those of any of the other PersonAffiliated Entities; (fii) maintaining its financial records separate and apart from those of any conduct all intercompany transactions with the other PersonAffiliated Entities on terms which the Borrower reasonably believes to be on an arm’s length basis; (giii) not suggesting in guarantee any way, within its financial statements, that its assets are available to pay the claims obligation of creditors any of the Parentother Affiliated Entities, the Borrower or nor have any Class I Restricted Subsidiary; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring obligations guaranteed by any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower other Affiliated Entity (other than Peso Subfacility Loans and Third-Party Peso Loans, if anyan Borrower Subsidiary) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (iv) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Transaction Documents, not permit the Borrower commingling or any Class I Restricted Subsidiary; (F) operating pooling of its funds or purporting to operate as an integrated, single economic unit other assets with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)other Affiliated Entity; (kv) causing the Unrestricted Subsidiaries maintain separate deposit and the Class II Restricted Subsidiaries other bank accounts to reimburse the Borrower and which no other Affiliated Entity has any access; (vi) compensate (either directly or through reimbursement of its other Subsidiaries for the respective shares (determined on a commercially reasonable basisallocable share of any shared expenses) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, and Affiliated Entities, to the extent applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliated Entities, in each case, either directly from such Borrower’s own funds or indirectly through documented capital contributions from the Sponsor, the Depositor or any other direct or indirect parent of the Borrower; (vii) have agreed with each of the other relevant Affiliated Entities to allocate among themselves, through documented intercompany transactions, including documented capital contributions from the Sponsor, the Depositor or any other direct or indirect parent of the Borrower, shared computer overhead and corporate operating services and expenses which are not reflected in documentation in connection with a Takeout Transaction (including the services of shared employees, consultants and agents and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered; (viii) pay for its own account, directly from such Borrower’s own funds or indirectly through documented capital contributions from Sponsor, Depositor or any other direct or indirect parent of the Borrower, for accounting and payroll services, rent, lease and other office equipment expenses (or its allocable share of any such amounts provided by one or more other Affiliated Entity) and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with not have such operating expenses (or the Borrower’s allocable share thereof) paid by any of the ParentAffiliated Entities; provided, that the Borrower Sponsor or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable another Affiliated Entity shall be permitted to pay the Unrestricted Subsidiary or Class II Restricted Subsidiary, as initial organizational expenses of the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableBorrower; (lix) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name (other than using servicemarksthrough its duly authorized officers, trademarksemployees and agents, slogans or similar Intellectual Property which are in common with those used by including the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted SubsidiaryServicer; and (ox) maintaining a record otherwise practice and adhere to corporate formalities such as complying with respect to any material asset purchased from the Parentits organizational documents and member and manager resolutions, the Borrower holding of regularly scheduled meetings of members and managers, and maintaining complete and correct books and records and minutes of meetings and other proceedings of its members and managers. Nothing otherwise expressly permitted or contemplated by any Class I Restricted Subsidiary, including bills of sale (or provision in any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial CodeTransaction Document shall be prohibited by this Section 5.1(U).

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary The Seller acknowledges that the Purchasers and Class II Restricted Subsidiarythe Administrative Agent 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, cause such Subsidiary to the Parent and all other Affiliates of the Seller. The Seller shall do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its legal existence separate and apart from that the Originator, the Parent and all other Affiliates of the ParentSeller and to make it manifest to third parties that the Seller is an entity with assets and liabilities distinct from those of the Originator, the Borrower Parent and all other Affiliates of the Class I Restricted Subsidiaries includingSeller and not just a division of any such Person. Without limiting the generality of the foregoing, without limitationthe Seller shall: (a) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (ei) maintaining its deposit own books, records, accounts and other bank accounts and all of its assets separate from those of any such Affiliates and in a manner so that it would not be difficult or costly to segregate, ascertain and other Personidentify the separate assets and liabilities of the Seller; (fii) at all times conducting its business and holding all of its assets in its own name, holding itself out to the public and all other Persons as a legal entity separate and distinct from such Affiliates and correcting any known misunderstanding regarding its separate identity; (iii) maintaining adequate capital in light of its contemplated business operations; (iv) maintaining financial statements, books and records separate and apart from those of such Affiliates; provided, however, the Seller’s assets and liabilities may be included in a consolidated financial statement of its Affiliates (A) if the consolidated financial statement contains a footnote to the effect that the Seller’s assets are owned by the Seller and that they are being included on the financial statements of its Affiliates and (B) its assets and liabilities are listed on the Seller’s own balance sheet; and provided further that this restriction shall not preclude any other Person from listing its ownership interests in the Seller as an asset on the Person’s financial statements; (gv) not suggesting in filing its own tax returns as may be required under applicable tax law (or authorizing the Originator to file on its behalf and as its agent such tax returns and reports) and settling any way, within tax controversies with the appropriate taxing authorities; and make any elections required or allowed under such applicable tax law; and paying (or having an Affiliate pay on its financial statements, behalf and as its agent) any taxes so required to be paid under applicable Law; provided that the Seller shall reimburse such Affiliate for any amounts paid on the Seller’s behalf and as its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiaryagent; (hvi) ensuring strictly complying with all organizational procedures and formalities to maintain its separate existence; (vii) using commercially reasonable efforts to take such actions as are necessary to ensure that no such Affiliate will be, or will hold itself out to be, responsible for the debts of the Seller or the decisions or actions in respect of the daily business and affairs of the Seller; immediately correct any known misrepresentation with respect to the foregoing; (viii) paying its own liabilities only out of its own funds; (ix) compensating all consultants, independent contractors and agents from its own funds for the services provided to it by such consultants, independent contractors and agents; (x) allocating fairly and reasonably any costs and expenses for shared office space and for any shared telephone or data lines or other overhead expenses; (xi) allocating fairly and reasonably any costs and expenses for shared provisions of goods by, or use of the services of, vendors or service providers; (xii) maintaining an arm’s length relationship with such Affiliates (it being understood that the responsible officers transactions contemplated herein and in the other Transaction Documents are arms-length among the Company Parties); (xiii) causing its directors, managers, officers, agents and other representatives to act at all times with respect to the Seller consistently and in furtherance of the Unrestricted Subsidiary foregoing and in the best interests of the Seller and, when acting in the name or Class II Restricted Subsidiaryon behalf of the Seller, to hold themselves out as being directors, managers, officers, agents or representatives, as the case may be, of the Seller; (xiv) including non-petition language in any agreement between the Seller and a creditor, whereby the creditor agrees not to file the Seller into bankruptcy and not to join in any bankruptcy filing before the end of the period that is one year and one day after the Final Date; (xv) having a board of directors separate from such Affiliates and causing its board of directors to meet or act pursuant to written consent at least annually and keep minutes of such meetings or actions and observe all other limited liability company formalities; (xvi) ensuring (A) that the Seller shall at all times have an Independent Director; (B) that all limited liability company actions, including those relating to (x) the selection, maintenance or replacement of the Independent Director, (y) the dissolution or liquidation of the Seller or (z) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving the Seller, are duly authorized by unanimous consent of the Seller’s directors, including the Independent Director; (C) that at least one director of the Seller shall at all times be an Independent Director; and (D) that none of the Seller, any of Seller’s members or directors or any of their respective Affiliates shall remove any Independent Director or replace any Independent Director, except with a natural person satisfying the criteria set forth in the definition of “Independent Director,” in each case without the prior consent of the Administrative Agent. The Seller shall compensate each Independent Director in accordance with its organizational documents, duly authorize all agreement with such Independent Director (or the company employing such Independent Director as a part of its actions; (i) ensuring the receipt business of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness supplying director services to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (lspecial purpose entities)); (B) guaranteeing or otherwise becoming liable for any obligations . The limited liability company agreement of the Parent, Seller shall provide that the Borrower (other than Peso Subfacility Loans members and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts directors of the ParentSeller shall not approve, or take any other action to cause the Borrower or any Class I Restricted Subsidiary or for decisions or actions filing of, a voluntary bankruptcy petition with respect to the affairs Seller unless there is at least Independent Director of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets Seller and each Independent Director of the Parent, Seller shall have approved the Borrower or any Class I Restricted Subsidiary (except to taking of such action before the extent taking of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)action; (kxvii) causing taking such actions as are necessary to ensure that the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries Independent Director shall at no time serve as a trustee in bankruptcy or in any similar capacity for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower Seller or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted SubsidiaryAffiliate thereof; and (oxviii) maintaining a record taking such other actions as are necessary on its part to ensure that all the facts and assumptions set forth in the opinion issued by Xxxxxxxx & Xxxxx LLP, as counsel to the Seller, in connection with respect the closing or initial Cash Outlays under this Agreement and related to any substantive nonconsolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material asset purchased from the Parent, the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Coderespects at all times.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do The Borrower shall take all things necessary reasonable steps to continue its identity as a separate legal entity and to be readily distinguishable make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of the ParentAffiliated Entities or any other Person, and that it is not a division of any of the Affiliated Entities or any other Person. In that regard the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationshall: (ai) practicing maintain its limited liability company existence and adhering make independent decisions with respect to organizational formalitiesits daily operations and business affairs and, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and other than pursuant to the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws terms of the jurisdiction limited liability company agreement of its organization; (d) acting solely the Borrower, not be controlled in its name and through its duly authorized officers making such decisions by any other Affiliated Entity or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (fii) maintaining maintain its financial records separate assets in a manner which facilitates their identification and apart segregation from those of any of the other PersonAffiliated Entities; (giii) not suggesting in any wayexcept as expressly otherwise permitted hereunder, within its financial statements, that its assets are available to pay conduct all intercompany transactions with the claims of creditors of the Parent, other Affiliated Entities on terms which the Borrower or any Class I Restricted Subsidiaryreasonably believes to be on an arm’s length basis; (hiv) ensuring that the responsible officers not guarantee any obligation of any of the Unrestricted Subsidiary or Class II Restricted Subsidiaryother Affiliated Entities, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all nor have any of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower any other Affiliated Entity or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (v) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Transaction Documents, not permit the Borrower commingling or any Class I Restricted Subsidiary; (F) operating pooling of its funds or purporting to operate as an integrated, single economic unit other assets with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)other Affiliated Entity; (kvi) causing the Unrestricted Subsidiaries maintain separate deposit and the Class II Restricted Subsidiaries other bank accounts to reimburse the Borrower and which no other Affiliated Entity has any access; (vii) compensate (either directly or through reimbursement of its other Subsidiaries for the respective shares (determined on a commercially reasonable basisallocable share of any shared expenses) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, and Affiliated Entities, to the extent applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliated Entities, in each case, either directly from the Borrower’s own funds or indirectly through documented capital contributions from the Parent, Intermediate Holdco, the Seller or any other direct or indirect parent of the Borrower; (viii) have agreed with each of the other relevant Affiliated Entities to allocate among themselves, through documented intercompany transactions, including documented capital contributions from the Parent, Intermediate Holdco, the Seller or any other direct or indirect parent of the Borrower, shared computer overhead and other office equipment corporate operating services and software expenses which are not reflected in documentation in connection with a Takeout Transaction (including the services of shared employees, consultants and shared telephone numbers; agents and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise refraining on a basis reasonably related to actual use or the value of services rendered; [***] = Certain information has been excluded from engaging in any transaction with this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. (ix) pay for its own account, directly from the Borrower’s own funds or indirectly through documented capital contributions from any of the Parent, Intermediate Holdco, the Borrower Seller or any Class I Restricted Subsidiary unless other direct or indirect parent of the Borrower, for accounting and payroll services, rent, lease and other expenses (or its allocable share of any such transaction is consummated amounts provided by one or more other Affiliated Entity) and not have such operating expenses (or the Borrower’s allocable share thereof) paid by any of the Affiliated Entities; provided, that the Parent or another Affiliated Entity shall be permitted to pay the initial organizational expenses of the Borrower; (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name through its duly authorized officers, employees and agents, including the Manager and the Servicer; (other than using servicemarks, trademarks, slogans xi) not make or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as declare any distributions of cash or property to the identity holders of each its equity securities or make redemptions or repurchases of its equity securities, in either case, on a periodic basis any more frequently than monthly or otherwise, in certain other irregular cases, in accordance with appropriate corporate formalities and consistent with sound business judgment; and all such distributions, redemptions or repurchases shall only be permitted hereunder to the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiaryextent that no Event of Default then exists or would result therefrom; and (oxii) maintaining a record otherwise practice and adhere to corporate formalities such as complying with respect to any material asset purchased from the Parentits organizational documents and member and manager resolutions, the Borrower or any Class I Restricted Subsidiaryholding of regularly scheduled meetings of members and managers, including bills and maintaining complete and correct books and records and minutes of sale (or any similar instrument meetings and other proceedings of assignment) and, if appropriate, filings under the Uniform Commercial Codeits members and managers.

Maintenance of Separate Existence. With respect to (a) Each Co-Issuer will, and will cause each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationother Securitization Entity to: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its maintain their own deposit and other bank accounts and all of its assets securities account, as applicable, or accounts, separate from those of any of its Affiliates (other Personthan the other Securitization Entities), with commercial banking institutions and ensure that the funds of the Securitization Entities will not be diverted to any Person who is not a Securitization Entity or for other than the use of the Securitization Entities, nor will such funds be commingled with the funds of any of its Affiliates (other than the other Securitization Entities) other than as provided in the Related Documents; (fii) maintaining ensure that all transactions between it and any of its financial records separate Affiliates (other than the other Securitization Entities), whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and apart from those agreed that the transactions contemplated in the Related Documents meet the requirements of any other Personthis clause (ii); (giii) not suggesting to the extent that it requires an office to conduct its business, conduct its business from an office at a separate address from that of any of its Affiliates (other than the other Securitization Entities); provided that segregated offices in the same building shall constitute separate addresses for purposes of this clause (iii). To the extent that any waySecuritization Entity and any of its members or Affiliates (other than the other Securitization Entities) have offices in the same location, within there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its financial statements, that its assets are available to pay the claims fair share of creditors of the Parent, the Borrower or any Class I Restricted Subsidiarysuch expenses; (hiv) ensuring issue separate financial statements from any of its Affiliates (other than the other Securitization Entities) prepared at least quarterly and prepared in accordance with GAAP; (v) conduct its affairs in its own name and in accordance with its Charter Documents and observe all necessary, appropriate and customary limited liability company or corporate formalities (as applicable), including, but not limited to, holding all regular and special meetings appropriate to authorize all its actions, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vi) not assume or guarantee any of the liabilities of any of its Affiliates (other than the other Securitization Entities); provided that the responsible officers Securitization Entities may incur obligations, pursuant to the Iconix Letter of Credit Agreement, with respect to any Iconix Letter of Credit if one or more of the Unrestricted Subsidiary Co-Issuers receives a fee from each Non-Securitization Entity whose obligations are secured by such Iconix Letter of Credit in an amount equal to the cost to the Co-Issuers in connection with the issuance and maintenance of such Iconix Letter of Credit plus a percentage approved by the Control Party upon execution of any Iconix Letter of Credit Agreement, it being understood that such fee is an arms-length fair market fee; (vii) take, or Class II Restricted Subsidiaryrefrain from taking, as the case may be, duly authorized all other actions that are necessary to be taken or not to be taken in accordance order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with its organizational documents, duly authorize respect to it and (y) comply in all of its actionsmaterial respects with those procedures described in such provisions which are applicable to it; (iviii) ensuring the receipt maintain at least two Independent Managers on its board of proper authorization, when necessary, in accordance with the terms managers or board of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiarydirectors, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable;. (lb) refraining from filing or otherwise initiating or supporting the filing Each Co-Issuer, on behalf of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower itself and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiaryother Securitization Entities, Class II Restricted Subsidiary, confirms that the Parent, statements relating to the Borrower Co-Issuers referenced in the opinion of White & Case LLP regarding substantive consolidation matters delivered to the Trustee on each Series Closing Date are true and any Class I Restricted Subsidiary; and (o) maintaining a record correct with respect to itself and each other Securitization Entity, and that each Co-Issuer will, and will cause each other Securitization Entity to, comply with any material asset purchased from the Parent, the Borrower covenants or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, obligations assumed to be complied with by it therein as if appropriate, filings under the Uniform Commercial Codesuch covenants and obligations were set forth herein.

Maintenance of Separate Existence. With respect to The Borrower shall take, and shall cause each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Borrower Subsidiary to do take, all things necessary reasonable steps to continue its identity as separate legal entity and to be readily distinguishable make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of the ParentAffiliated Entities or any other Person, and that it is not a division of any of the Affiliated Entities or any other Person. In that regard the Borrower shall and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the shall cause each Borrower and the Class I Restricted Subsidiaries including, without limitationSubsidiary to: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of maintain its assets separate in a manner which facilitates their identification and segregation from those of any of the other PersonAffiliated Entities; (fii) maintaining its financial records separate and apart from those of any conduct all intercompany transactions with the other PersonAffiliated Entities on terms which the Borrower reasonably believes to be on an arm’s length basis; (giii) not suggesting in guarantee any way, within its financial statements, that its assets are available to pay the claims obligation of creditors any of the Parentother Affiliated Entities, the Borrower or nor have any Class I Restricted Subsidiary; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring obligations guaranteed by any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower other Affiliated Entity (other than Peso Subfacility Loans and Third-Party Peso Loans, if anyan Borrower Subsidiary) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (iv) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Transaction Documents, not permit the Borrower commingling or any Class I Restricted Subsidiary; (F) operating pooling of its funds or purporting to operate as an integrated, single economic unit other assets with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)other Affiliated Entity; (kv) causing the Unrestricted Subsidiaries maintain separate deposit and the Class II Restricted Subsidiaries other bank accounts to reimburse the Borrower and which no other Affiliated Entity has any access; (vi) compensate (either directly or through reimbursement of its other Subsidiaries for the respective shares (determined on a commercially reasonable basisallocable share of any shared expenses) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and Affiliated Entities, to the extent applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliated Entities, in each case, either directly from such Borrower’s own funds or indirectly through documented capital contributions from the Sponsor, the Depositor or any other direct or indirect parent of the Borrower; (vii) pay for its own account, directly from such Borrower’s own funds or indirectly through documented capital contributions from Sponsor, Depositor or any other direct or indirect parent of the Borrower, for accounting and payroll services, rent, lease and other office equipment expenses (or its allocable share of any such amounts provided by one or more other Affiliated Entity) and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with not have such operating expenses (or the Borrower’s allocable share thereof) paid by any of the ParentAffiliated Entities; provided, that the Borrower Sponsor or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable another Affiliated Entity shall be permitted to pay the Unrestricted Subsidiary or Class II Restricted Subsidiary, as initial organizational expenses of the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableBorrower; (lviii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name (other than using servicemarksthrough its duly authorized officers, trademarksemployees and agents, slogans or similar Intellectual Property which are in common with those used by including the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted SubsidiaryServicer; and (oix) maintaining a record otherwise practice and adhere to corporate formalities such as complying with respect to any material asset purchased from the Parentits organizational documents and member and manager resolutions, the Borrower holding of regularly scheduled meetings of members and managers, and maintaining complete and correct books and records and minutes of meetings and other proceedings of its members and managers. Nothing otherwise expressly permitted or contemplated by any Class I Restricted Subsidiary, including bills of sale (or provision in any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial CodeTransaction Document shall be prohibited by this Section 5.1(U).

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to The Borrower shall do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its legal existence separate and apart from that Edison and all other Affiliates of the ParentBorrower, the Borrower and the Class I Restricted Subsidiaries including, without limitation:, (a) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (ei) maintaining its proper company records and books of account and deposit and other bank accounts and all of its assets separate from those of any other Personsuch Affiliates (it being understood that the Borrower is consolidated with Edison for accounting purposes); (fii) maintaining its financial records assets, funds and transactions separate and apart from those of any such Affiliates, reflecting such assets, funds and transactions in financial statements prepared in accordance with GAAP separate and distinct from those of such Affiliates (it being understood that the Borrower is consolidated with Edison for accounting purposes) and evidencing such assets, funds and transactions by appropriate entries in the records and books referred to in clause (i) above, and providing for its own operating expenses and liabilities from its own assets and funds other Personthan certain expenses and liabilities relating to basic company overhead which shall be allocated fairly between the Borrower and such Affiliates; (giii) not suggesting holding such appropriate meetings or obtaining such appropriate consents of its Management Committee (or other governing body) as are necessary to authorize all the Borrower's company actions required by Law to be authorized by the Management Committee (or other governing body), keeping minutes of such meetings and of meetings of its members, and observing all other customary limited liability company formalities; (iv) at all times entering into its contracts and otherwise holding itself out to the public under the Borrower's own name as a legal entity separate and distinct from such Affiliates; (v) to the extent the Borrower jointly contracts with any Affiliate to do business with vendors or service providers, allocating fairly among the Borrower and such Affiliates the costs incurred in any wayso doing, within and conducting all transactions and dealings between the Borrower and such Affiliates on an arm's-length basis; (vi) maintaining an office separate from that of such Affiliates (which office may be sublet from an Affiliate), including having stationery and other business forms, a post office box, and a telephone number separate from that of such Affiliates; (vii) ensuring that at all times it is adequately capitalized to engage in the transactions and activities contemplated in its financial statementscertificate of formation, its Limited Liability Company Agreement, the Purchase Agreement and this Agreement; (viii) ensuring that its assets are available to pay the claims of creditors at least one manager of the ParentBorrower shall be an "Independent Manager" (as defined in the Limited Liability Company Agreement) and causing its Limited Liability Company Agreement to provide that (x) at least one manager of the Borrower shall be an Independent Manager, (y) the managers of the Borrower shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless a unanimous vote of all of the Borrower's managers (which vote shall include the affirmative vote of each Independent Manager) shall approve the taking of such action in writing prior to the taking of such action and (z) the provisions requiring an Independent Manager and the provisions described in clauses (x) and (y) of this paragraph (viii) cannot be amended without the prior written consent of each Independent Manager; (ix) taking such actions as are necessary to ensure that no Independent Manager shall at any time serve as a trustee in bankruptcy for the Borrower or any Class I Restricted SubsidiaryAffiliate thereof; (hx) ensuring taking such actions as are necessary to ensure that any financial statements of Edison or any Affiliate thereof which are consolidated to include the responsible officers Borrower will contain detailed notes clearly stating that (A) all of the Unrestricted Subsidiary or Class II Restricted SubsidiaryBorrower's assets are owned by the Borrower, as and (b) the case may be, duly authorized in accordance Borrower is a separate limited liability company with its organizational documentsown separate creditors that will be entitled to be satisfied out of the Borrower's assets prior to any value in the Borrower becoming available to the Borrower's equity holders; and the accounting records and the published financial statements of Edison will clearly show that, duly authorize all of its actionsfor accounting purposes, the Receivables and Related Security have been sold or contributed to the Borrower; (ixi) ensuring taking such actions as are necessary to ensure that no Affiliate of the receipt Borrower shall, directly or indirectly, name the Borrower or enter into any agreement to name the Borrower a direct or contingent beneficiary or loss payee of proper authorization, when necessary, in accordance with any insurance policy covering the terms property of its organizational documents for its actionsany such Affiliate; (jxii) not taking no action to assume or guarantee any liability of Edison or any Affiliate thereof; and (Axiii) having or incurring any Indebtedness taking such actions as are necessary to ensure that no Affiliate of the ParentBorrower will be, nor will hold itself out to be, responsible for the debts of the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions in respect of the daily business and affairs of the Borrower, immediately correcting any known misrepresentation with respect to the affairs of the Parentforegoing, the Borrower or any Class I Restricted Subsidiary; (F) and not operating or purporting to operate as an integrated, integrated single economic unit with respect to the Parent, the Borrower each other or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction their dealings with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiary; and (o) maintaining a record with respect to any material asset purchased from the Parent, the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Codeentity.

Maintenance of Separate Existence. With respect to (a) Each Co-Issuer will, and will cause each Unrestricted other Securitization Entity that is a Subsidiary and Class II Restricted Subsidiary, cause of such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationCo-Issuer to: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its maintain their own deposit and other bank accounts and all of its assets securities account or accounts, separate from those of any of its Affiliates (other Personthan the other Securitization Entities), with commercial banking institutions and ensure that the funds of the Securitization Entities will not be diverted to any Person who is not a Securitization Entity or for other than the use of the Securitization Entities, nor will such funds be commingled with the funds of any of its Affiliates (other than the other Securitization Entities) other than as provided in the Related Documents; (fii) maintaining ensure that all transactions between it and any of its financial records separate Affiliates (other than the other Securitization Entities), whether currently existing or hereafter entered into, shall be only on an arm's length basis, it being understood and apart from those agreed that the transactions contemplated in the Related Documents meet the requirements of any other Personthis clause (ii); (giii) not suggesting to the extent that it requires an office to conduct its business, conduct its business from an office at a separate address from that of any of its Affiliates (other than the other Securitization Entities); provided that segregated offices in the same building shall constitute separate addresses for purposes of this clause (iii). To the extent that any waySecuritization Entity and any of its members or Affiliates (other than the other Securitization Entities) have offices in the same location, within there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its financial statements, that its assets are available to pay the claims fair share of creditors of the Parent, the Borrower or any Class I Restricted Subsidiarysuch expenses; (hiv) ensuring that issue separate financial statements from any of its Affiliates (other than the responsible officers other Securitization Entities) prepared at least quarterly and prepared in accordance with GAAP; (v) conduct its affairs in its own name and in accordance with its Charter Documents and observe all necessary, appropriate and customary limited liability company or corporate formalities (as applicable), including, but not limited to, holding all regular and special meetings appropriate to authorize all its actions, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize' actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vi) not assume or guarantee any of the Unrestricted Subsidiary liabilities of any of its Affiliates (other than the other Securitization Entities); (vii) take, or Class II Restricted Subsidiaryrefrain from taking, as the case may be, duly authorized all other actions that are necessary to be taken or not to be taken in accordance order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with its organizational documents, duly authorize respect to it and (y) comply in all of its actionsmaterial respects with those procedures described in such provisions which are applicable to it; (iviii) ensuring the receipt maintain at least one Independent Manager on its Board of proper authorization, when necessary, in accordance with the terms Managers or its Board of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted SubsidiaryDirectors, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable;. (lb) refraining from filing or otherwise initiating or supporting the filing Each Co-Issuer, on behalf of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower itself and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiaryother Securitization Entities, Class II Restricted Subsidiaryconfirms that the statements relating to the Co-Issuers referenced in the opinion of Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP regarding substantive consolidation matters delivered to the Parent, the Borrower Trustee on each Series Closing Date are true and any Class I Restricted Subsidiary; and (o) maintaining a record correct with respect to itself and each other Securitization Entity, and that each Co-Issuer will, and will cause each other Securitization Entity that is a Subsidiary of such Co-Issuer to, comply with any material asset purchased from the Parent, the Borrower covenants or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, obligations assumed to be complied with by it therein as if appropriate, filings under the Uniform Commercial Codesuch covenants and obligations were set forth herein.

Maintenance of Separate Existence. With respect to (a) Each Co-Issuer will, and will cause each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationother Securitization Entity to: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its maintain their own deposit and other bank accounts and all of its assets securities account, as applicable, or accounts, separate from those of any of its Affiliates (other Personthan the other Securitization Entities), with commercial banking institutions and ensure that the funds of the Securitization Entities will not be diverted to any Person who is not a Securitization Entity or for other than the use of the Securitization Entities, nor will such funds be commingled with the funds of any of its Affiliates (other than the other Securitization Entities) other than as provided in the Related Documents; (fii) maintaining ensure that all transactions between it and any of its financial records separate Affiliates (other than the other Securitization Entities), whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and apart from those agreed that the transactions contemplated in the Related Documents and the transactions described in the proviso to clause (vi) meet the requirements of any other Personthis clause (ii); (giii) not suggesting to the extent that it requires an office to conduct its business, conduct its business from an office at a separate address from that of any of its Affiliates (other than the other Securitization Entities); provided that segregated offices in the same building shall constitute separate addresses for purposes of this clause (iii). To the extent that any waySecuritization Entity and any of its members or Affiliates (other than the other Securitization Entities) have offices in the same location, within there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its financial statements, that its assets are available to pay the claims fair share of creditors of the Parent, the Borrower or any Class I Restricted Subsidiarysuch expenses; (hiv) ensuring issue separate financial statements from any of its Affiliates (other than the other Securitization Entities) prepared at least quarterly and prepared in accordance with GAAP; (v) conduct its affairs in its own name and in accordance with its Charter Documents and observe all necessary, appropriate and customary limited liability company or corporate formalities (as applicable), including, but not limited to, holding all regular and special meetings appropriate to authorize all its actions, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vi) not assume or guarantee any of the liabilities of any of its Affiliates (other than the other Securitization Entities); provided that the responsible officers Securitization Entities may, pursuant to the Letter of Credit Reimbursement Agreement, cause letters of credit to be issued pursuant to the Unrestricted Subsidiary Variable Funding Note Purchase Agreements that are for the sole benefit of one or Class II Restricted Subsidiarymore Non-Securitization Entities if the Co-Issuers receive a fee from each Non-Securitization Entity whose obligations are secured by such letter of credit in an amount equal to the cost to the Co-Issuers in connection with the issuance and maintenance of such letter of credit plus 25 basis points per annum, it being understood that such fee is an arms-length fair market fee; (vii) take, or refrain from taking, as the case may be, duly authorized all other actions that are necessary to be taken or not to be taken in accordance order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with its organizational documents, duly authorize respect to it and (y) comply in all of its actionsmaterial respects with those procedures described in such provisions which are applicable to it; (iviii) ensuring the receipt maintain at least two Independent Managers or Independent Directors, as applicable, on its board of proper authorization, when necessary, in accordance with the terms managers or its board of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiarydirectors, as the case may be; (ix) to the fullest extent permitted by law, so long as any Obligation remains outstanding, remove or replace any Independent Manager or Independent Director only for Cause and only after providing the Trustee and the Control Party with no less than transactions consummated on an arms-length basis with unaffiliated Persons and five (y5) only with the proper approval and authorization in accordance with days’ prior written notice of (A) any proposed removal of such Unrestricted Subsidiary’s Independent Manager or Class II Restricted Subsidiary’s organizational documentsIndependent Director, as applicable; , and (lB) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each the proposed replacement Independent Manager or Independent Director, as applicable, together with a certification that such replacement satisfies the requirements for an Independent Manager or an Independent Director set forth in the Charter Documents of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiaryapplicable Securitization Entity; and (ox) maintaining (A) provide, or cause the Manager to provide, to the Trustee and the Control Party, a record copy of the executed agreement with respect to the appointment of any material asset purchased from replacement Independent Director or Independent Manager and (B) provide, or cause the ParentManager to provide, to the Trustee, the Borrower Control Party and each Noteholder, written notice of the identity and contact information for each Independent Director or Independent Manager on an annual basis and at any Class I Restricted Subsidiarytime such information changes. (b) Each Co-Issuer, including bills on behalf of sale (itself and each of the other Securitization Entities, confirms that the statements relating to the Co-Issuers referenced in the opinion of Sidley Austin LLP regarding substantive consolidation matters delivered to the Trustee on each Series Closing Date are true and correct with respect to itself and each other Securitization Entity, and that each Co-Issuer will, and will cause each other Securitization Entity to, comply with any covenants or any similar instrument of assignment) and, obligations assumed to be complied with by it therein as if appropriate, filings under the Uniform Commercial Codesuch covenants and obligations were set forth herein.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary The Collection Agent will, and Class II Restricted Subsidiarywill direct the Borrower to, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from maintain the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its Borrower’s limited liability company existence separate and apart from that the Transferor and all other Affiliates of the ParentBorrower (including any Originator), including doing or directing the Borrower to do, as specified, the Borrower and the Class I Restricted Subsidiaries including, without limitationfollowing: (ai) practicing and adhering to organizational corporate formalities, such as maintaining appropriate corporate books and records, and directing the Borrower to practice and adhere to limited liability company formalities, such as maintaining appropriate limited liability company books and records; (bii) observing directing the Borrower to maintain at all organizational formalities times at least one Independent Director who (v) is not currently and has not been during the five years preceding the date of this Agreement an officer, director, employee or supplier of an Affiliate of the Borrower, the Transferor or any of the Originators or any of their Subsidiaries (except the Borrower) (provided, however, that a member of the board of directors who satisfies the requirements of this clause (ii) shall not be disqualified from serving as an Independent Director if he or she is also an independent director of an Affiliate of the Borrower or any of the Originators or any of their Subsidiaries which is a special purpose bankruptcy-remote entity), (w) is not a current or former officer or employee of the Borrower, (x) is not an equity holder of the Transferor, any of the Originators or any of their respective Subsidiaries or Affiliates, (y) is an employee of a nationally recognized provider of corporate or structured finance services, and (z) may not be removed by the Borrower’s equity holders or board of directors except (A) for cause, (B) in connection the event the Independent Director ceases to be employed by the service provider which is his or her employer on the date the Independent Director first becomes an Independent Director or (C) with all dealings between itself the consent of the Administrative Agent and the ParentManaging Agents; provided, that any such removal pursuant to clause (A) or (B) shall not be effective until at least 10 Business Days after written notice to the Independent Director, the Borrower Administrative Agent and the Class I Restricted SubsidiariesManaging Agents of such removal and the grounds therefor; (ciii) observing directing the Borrower to own or lease pursuant to written leases all procedures required by office furniture and equipment necessary to operate its organizational documents and the laws of the jurisdiction of its organizationbusiness; (div) acting solely in its name and through its duly authorized officers directing the Borrower to refrain from (A) guaranteeing or agents in the conduct otherwise becoming liable for any obligations of any of its businessesAffiliates, (B) having obligations guaranteed by its Affiliates and (C) holding itself out as responsible for debts of any of its Affiliates or for decisions or actions with respect to the affairs of any of its Affiliates; (ev) maintaining its directing the Borrower to hold all of the Borrower’s deposit and other bank accounts and all of its the Borrower’s assets separate from those of any other Person; (fvi) maintaining all of its financial records separate and apart from those of any other PersonPerson and ensuring that any of the Parent’s and Originator’s consolidated financial statements contain appropriate disclosures concerning the Borrower’s separate existence, except, in each case, as may be required by GAAP; (gvii) not suggesting directing the Borrower, to the extent applicable, to compensate all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in any wayrespect of services provided to it by employees, within officers, consultants and agents of such Affiliate, out of its financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiaryown funds; (hviii) ensuring if the Borrower leases or occupies any office space, directing the Borrower to maintain office space that the responsible officers is physically segregated from that of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all any of its actionsAffiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and, if it requires the use of a telephone, directing the Borrower to maintain a separate telephone number which will be answered only in the Borrower’s name; (iix) ensuring accounting for and managing, and directing the receipt Borrower to account for and manage, all of proper authorization, when necessary, in accordance with the terms Borrower’s liabilities separately from those of any of its organizational documents for its actionsAffiliates; (jx) not (A) having or incurring any Indebtedness to the Parentallocating, and directing the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parentto allocate, the Borrower (other than Peso Subfacility Loans and Thirdon an arm’s-Party Peso Loanslength basis, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expensesexpenses shared by the Borrower and any of its Affiliates, including, without limitation, including those associated with the services of shared executive officers, employees, consultants and agents, agents and shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining software; (xi) directing the Borrower to refrain from engaging in any transaction with paying dividends or making distributions, loans or other advances to any of the Parentits Affiliates except, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiaryin each case, as contemplated or permitted by the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons Facility Documents and (y) only with as duly authorized by the proper approval Borrower’s board of directors and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableapplicable limited liability company law; (lxii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding Insolvency Proceeding involving the ParentTransferor, the Borrower Borrower, any Originator or any Class I Restricted Subsidiary other Affiliate of the Borrower to substantively consolidate the Parent, assets and liabilities of the Borrower with the assets and liabilities of any such Person or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiaryother Affiliate of the Borrower; (mxiii) remaining Solventmaintaining adequate capitalization in light of its business and purpose; (nxiv) conducting directing the Borrower to conduct all of its the Borrower’s business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiaryname; and (oxv) maintaining a record with respect to any material asset purchased from the Parent, directing the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) andto require that the Borrower’s employees, if appropriateany, filings under when conducting the Uniform Commercial CodeBorrower’s business identify themselves as such and not as employees of any other Affiliate of the Borrower (including by means of providing appropriate employees with business or identification cards identifying such employees as the Borrower’s employees); and (xvi) complying with (and causing to be true and correct), and directing the Borrower to comply with (and cause to be true and correct) each of the facts and assumptions regarding the Borrower contained “Section I—Assumptions of Fact” of the opinion of Xxxxxxxx & Xxxxx LLP pursuant to Section 3.01.

Maintenance of Separate Existence. With respect to (a) The Issuer will, and will cause each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationother Securitization Entity to: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by maintain its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its own deposit and other bank accounts and all of its assets securities account or accounts, separate from those of any of its Affiliates (other Personthan the other Securitization Entities) (such Affiliates, the “Non-Securitization Affiliates”), with commercial banking institutions and ensure that the funds of the Securitization Entities will not be diverted to any Person who is not a Securitization Entity or for other than the use of the Securitization Entities, nor will such funds be commingled with the funds of any of its Non-Securitization Affiliates other than as provided in the Transaction Documents; (fii) maintaining ensure that all transactions between it and any of its financial records separate Non-Securitization Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and apart from those agreed that the transactions contemplated in the Transaction Documents and the transactions described in the proviso to the following clause (v) meet the requirements of any other Personthis clause (ii); (giii) not suggesting pursuant to Section 4.1(f) hereof, issue separate financial statements from all of its Non-Securitization Affiliates prepared at least annually in any way, within its financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiaryaccordance with GAAP; (hiv) ensuring conduct its affairs in its own name and in accordance with its Charter Documents and observe all necessary, appropriate and customary limited liability company or corporate formalities (as applicable), including, but not limited to, holding all regular and special meetings appropriate to authorize all of its actions, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (v) not assume or guarantee any of the liabilities of any of its Non-Securitization Affiliates; provided that the responsible officers Securitization Entities may, pursuant to any Letter of Credit Reimbursement Agreement, cause letters of credit to be issued pursuant to the Unrestricted Subsidiary Class A-1 Note Purchase Agreements that are for the sole benefit of one or Class II Restricted Subsidiarymore Non-Securitization Entities if the Issuer receives a fee from each Non-Securitization Entity whose obligations are secured by any such letter of credit in an amount equal to the cost to the Issuer in connection with the issuance and maintenance of such letter of credit plus 25 basis points per annum, it being understood that such fee is an arm’s length fair market fee; (vi) take, or refrain from taking, as the case may be, duly authorized all other actions that are necessary to be taken or not to be taken in accordance order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with its organizational documents, duly authorize respect to it and (y) comply in all of its actionsmaterial respects with those procedures described in such provisions which are applicable to it; (ivii) ensuring the receipt maintain at least two Independent Managers on its board of proper authorization, when necessary, in accordance with the terms managers or board of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiarydirectors, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (lviii) refraining from filing to the fullest extent permitted by law, so long as any Notes remain Outstanding, remove or otherwise initiating or supporting replace any Independent Manager only for Cause and only after providing the filing Trustee and the Control Party with at least five (5) days’ prior written notice of a motion in (A) any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with proposed removal of such Unrestricted Subsidiary or Class II Restricted Subsidiary; Independent Manager and (mB) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiaryproposed replacement Independent Manager, Class II Restricted Subsidiary, together with a certification that such replacement satisfies the Parent, the Borrower and any Class I Restricted Subsidiaryrequirements for an Independent Manager set forth in its Charter Documents; and (oix) maintaining (A) provide, or cause the Manager to provide, to the Trustee and the Control Party a record copy of the executed agreement with respect to the appointment of any material asset purchased from replacement Independent Manager and (B) provide, or cause the ParentManager to provide, to the Trustee, the Borrower Control Party and each Noteholder written notice of the identity and contact information for each Independent Manager on an annual basis and at any time such information changes. (b) The Issuer, on behalf of itself and each of the other Securitization Entities, confirms that the statements relating to the Issuer referenced in the opinion of Mxxxx Xxxxx LLP regarding substantive consolidation matters delivered to the Trustee on each Series Closing Date are true and correct with respect to itself and each other Securitization Entity, and that the Issuer will, and will cause each other Securitization Entity to, comply with any covenants or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, obligations assumed to be complied with by it therein as if appropriate, filings under the Uniform Commercial Codesuch covenants and obligations were set forth herein.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do The Borrower shall take all things necessary reasonable steps to continue its identity and the identity of its Subsidiaries as separate legal entities and to be readily distinguishable make it apparent to third Persons that it and its Subsidiaries are entities with assets and liabilities distinct from those of the ParentAffiliated Entities or any other Person, and that neither it nor any of its Subsidiaries is a division of any of the Affiliated Entities or any other Person. In that regard the Borrower shall, and to the Class I Restricted extent applicable shall cause each of its Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationto: (ai) practicing maintain its limited liability company existence and adhering make independent decisions with respect to organizational formalitiesits daily operations and business affairs and, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and other than pursuant to the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws terms of the jurisdiction limited liability company agreement of its organization; (d) acting solely the Borrower, not be controlled in its name and through its duly authorized officers making such decisions by any other Affiliated Entity or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (fii) maintaining maintain its financial records separate assets in a manner which facilitates their identification and apart segregation from those of any of the other PersonAffiliated Entities; (giii) not suggesting in any wayexcept as expressly otherwise permitted hereunder, within its financial statements, that its assets are available to pay conduct all intercompany transactions with the claims of creditors of the Parent, other Affiliated Entities on terms which the Borrower or any Class I Restricted Subsidiaryreasonably believes to be on an arm’s length basis; (hiv) ensuring that the responsible officers except as contemplated under any Loan Document, not guarantee any obligation of any of the Unrestricted Subsidiary or Class II Restricted Subsidiaryother Affiliated Entities, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all nor have any of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower any other Affiliated Entity or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (v) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Loan Documents, not permit the Borrower commingling or any Class I Restricted Subsidiary; (F) operating pooling of its funds or purporting to operate as an integrated, single economic unit other assets with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)other Affiliated Entity; (kvi) causing maintain separate deposit and other bank accounts to which no other Affiliated Entity has any access; (vii) not have any employees and shall outsource all of its daily operations to the Unrestricted Subsidiaries and Manager pursuant to the Class II Restricted Subsidiaries to reimburse Management Services Agreement; (viii) pay for its own account, directly from the Borrower and its Borrower’s own funds or indirectly through documented capital contributions from any of Parent, Holdings, or any other Subsidiaries for the respective shares (determined on a commercially reasonable basis) direct or indirect parent of the Unrestricted Subsidiaries Borrower, for accounting and Class II Restricted Subsidiaries of the costs of all shared corporate operating payroll services, leases and expensesrent, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer lease and other office equipment expenses (or its allocable share of any such amounts provided by one or more other Affiliated Entity) and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with not have such operating expenses (or the Borrower’s allocable share thereof) paid by any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableAffiliated Entities; (lix) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name (other than using servicemarksthrough its duly authorized officers, trademarksemployees and agents, slogans or similar Intellectual Property which are in common with those used by including the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted SubsidiaryManager; and (ox) maintaining a record otherwise practice and adhere to limited liability company formalities such as complying with respect to any material asset purchased from the Parentits organizational documents and member and board of director resolutions, the Borrower or any Class I Restricted Subsidiaryholding of regularly scheduled meetings of the member and board of directors, including bills and maintaining complete and correct books and records and minutes of sale (or any similar instrument meetings and other proceedings of assignment) and, if appropriate, filings under the Uniform Commercial Codeits member and board of directors.

Maintenance of Separate Existence. With The Borrower shall take all reasonable steps to continue its identity as a separate legal entity and to make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of the Affiliated Entities or any other Person, and that it is not a division of any of the Affiliated Entities or any other Person. In that regard the Borrower shall: [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. (i) maintain its limited liability company existence, make independent decisions with respect to each Unrestricted Subsidiary its daily operations and Class II Restricted Subsidiarybusiness affairs, cause such Subsidiary not amend, modify, terminate or fail to do all things necessary to continue to be readily distinguishable from comply with the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that provisions of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitation: (a) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws documents, not merge into or consolidate with any Person, or dissolve, terminate, liquidate in whole or in part, transfer or otherwise dispose of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers all or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and substantially all of its assets separate from those or change its legal structure, and, other than pursuant to the terms of the limited liability company agreement of the Borrower, not be controlled in making such decisions by any other Affiliated Entity or any other Person; (fii) maintaining maintain its financial records separate assets in a manner which facilitates their identification and apart segregation from those of any of the other PersonAffiliated Entities; (giii) not suggesting in except as expressly otherwise permitted hereunder, conduct all intercompany transactions or enter into any way, within its financial statements, contract or agreement with the other Affiliated Entities except upon terms and conditions that its assets are intrinsically fair and substantially similar to those that would be available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiaryon an arm’s length basis with unaffiliated third parties; (hiv) ensuring that the responsible officers not assume or guarantee any obligation of any of the Unrestricted Subsidiary or Class II Restricted Subsidiaryother Affiliated Entities, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all nor have any of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having obligations assumed or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by any other Affiliated Entity, pledge its assets for the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent benefit of any guarantee permitted by Section 7.8; (D) making any loans other Affiliated Entity, or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (v) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Transaction Documents, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the ParentSAP Financing Documents, the Borrower SAP NTP Financing Documents or any Class I Restricted Subsidiary; (G) seeking to obtain credit the Tax Equity Financing Documents, not permit the commingling or incur any obligation to any third party based upon pooling of its funds or other assets with the assets of the Parentany other Affiliated Entity or make any loans or advances to any other Affiliated Entity; (vi) maintain separate deposit and other bank accounts to which no other Affiliated Entity has any access; (vii) compensate (either directly or through reimbursement of its allocable share of any shared expenses) all employees, the Borrower or any Class I Restricted Subsidiary (except consultants and agents, and Affiliated Entities, to the extent of applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliated Entities, in each case, either directly from the Borrower’s own funds or indirectly through documented capital contributions from Parent or any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness other direct or indirect parent of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)Borrower; (kviii) causing have agreed with each of the Unrestricted Subsidiaries other relevant Affiliated Entities to allocate among themselves, through documented intercompany transactions, including documented capital contributions from Parent or any other direct or indirect parent of the Borrower, shared overhead and corporate operating services and expenses which are not reflected in documentation in connection with a [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the Class II Restricted Subsidiaries to reimburse company if publicly disclosed. Takeout Transaction (including the Borrower services of shared employees, consultants and its other Subsidiaries for agents and reasonable legal and auditing expenses) on the respective shares (determined basis of actual use or the value of services rendered, and otherwise on a commercially reasonable basisbasis reasonably related to actual use or the value of services rendered; (ix) pay for its own account, directly from the Borrower’s own funds or indirectly through documented capital contributions from Parent or any other direct or indirect parent of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating servicesBorrower, leases and expensesits own liabilities, including, without limitation, those associated with the services of shared executive officersfor accounting and payroll services, employeesrent, consultants and agents, shared computer lease and other office equipment expenses (or its allocable share of any such amounts provided by one or more other Affiliated Entity) and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with not have such liabilities or operating expenses (or the Borrower’s allocable share thereof) paid by any of the ParentAffiliated Entities; provided, that Parent or another Affiliated Entity shall be permitted to pay the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated initial organizational expenses of the Borrower; (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name through its duly authorized officers, employees and agents, including the Facility Administrator, hold itself out to the public as a legal entity separate and distinct from any other Affiliated Entity, and correct any known misunderstanding regarding its separate identity; (xi) maintain a sufficient number of employees in light of its contemplated business operations, and 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; (xii) maintain its books, records, resolutions and agreements as official records, and shall maintain all of its books, records, financial statements and bank accounts separate from those of any other than using servicemarksAffiliated Entity, trademarksand shall not permit its assets to be listed on the financial statement of any other Affiliated Entity; provided, slogans however, that the Borrower’s assets may be included in a consolidated financial statement of its affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Borrower and such affiliates and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such affiliates or similar Intellectual Property which are any other Person and (ii) such assets shall be listed on the Borrower’s own separate balance sheet; (xiii) except as provided in common with those used the limited liability company agreement of the Borrower, not acquire obligations or securities of any other Affiliated Entities, or identify its members or the other Affiliated Entities, as applicable, as a division or part of it; (xiv) file its own tax returns unless prohibited by Applicable Law from doing so (except that the Borrower may file or may include its filing as part of a consolidated federal tax return, to the extent required and/or permitted by [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. Applicable Law, provided that, there shall be an appropriate notation indicating the separate existence of the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower assets and any Class I Restricted Subsidiaryliabilities); and (oxv) maintaining a record otherwise practice and adhere to corporate formalities such as complying with respect to any material asset purchased from the Parentits organizational documents and member and Facility Administrator resolutions, the Borrower or holding of regularly scheduled meetings of members and Facility Administrator, use stationery, invoices and checks separate from those of any Class I Restricted Subsidiaryother Affiliated Entity, including bills and maintaining complete and correct books and records and minutes of sale (or any similar instrument meetings and other proceedings of assignment) and, if appropriate, filings under the Uniform Commercial Codeits members and Facility Administrator.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do Pledgor shall take all things necessary reasonable steps to continue its identity as a separate legal entity and to be readily distinguishable make it apparent to all Persons that its assets and liabilities are distinct from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that those of each of the ParentAffiliated Entities or any other Person, and that it is not a division of any of the Borrower Affiliated Entities or any other Person. In that regard, and without limiting the Class I Restricted Subsidiaries includingforegoing in any manner, without limitationPledgor shall: (a) practicing maintain its existence and adhering make independent decisions with respect to organizational formalities, such as maintaining appropriate books its daily operations and recordsbusiness affairs; (b) observing all organizational formalities maintain separate and clearly delineated office space owned by it or evidenced by a written lease or sublease (even if located in connection with all dealings between itself and the Parentan office owned or leased by, the Borrower and the Class I Restricted Subsidiariesor shared with, another Affiliated Entity); (c) observing all procedures required by maintain its organizational documents assets in a manner which facilitates their identification and the laws segregation from those of any of the jurisdiction of its organizationAffiliated Entities; (d) acting solely maintain a separate telephone number which will be answered only in its own name and through its duly authorized officers or agents in the conduct of its businessesseparate stationery and other business forms; (e) maintaining its deposit and other bank accounts and conduct all of its assets separate from those of any other Personintercompany transactions with the Affiliated Entities on an arm's-length basis; (f) maintaining not guarantee any obligation of any of the Affiliated Entities, nor have any of its financial records separate obligations guaranteed by any Affiliated Entity, except as provided in the Guaranty (as defined in the Purchase Agreement) or the Guaranty, dated April 27, 2001, made by DVL, Inc., in favor of Pledgee, or hold itself out as responsible for the debts of any Affiliated Entity or for the decisions or actions with respect to the business and apart from those affairs of any Affiliated Entity, nor seek or obtain credit or incur any obligation to any third-party based upon the creditworthiness or assets of any Affiliated Entity, or any other Person; (g) not suggesting in permit the commingling or pooling of its funds or other assets with the assets of any way, within its financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted SubsidiaryAffiliated Entity; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all of its actionsmaintain separate deposit and other bank accounts to which no Affiliated Entity has any access; (i) ensuring maintain financial records which are separate from those of the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actionsAffiliated Entities; (j) not compensate (A) having either directly or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations through reimbursement of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent allocable share of any guarantee permitted by Section 7.8; (Dshared expenses) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, and Affiliated Entities, to the extent applicable, for services provided to Pledgor by such employees, consultants and agents or Affiliated Entities, in each case, from Pledgor's own funds; (k) have agreed with each of the relevant Affiliated Entities to allocate among themselves shared computer overhead and other office equipment corporate operating services and software expenses (including, without limitation, the services of shared employees, consultants and shared telephone numbers; agents and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise refraining from engaging in any transaction with any on a basis reasonably related to actual use or the value of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableservices rendered; (l) refraining from filing pay for its own account for accounting and payroll services, rent, lease and other expenses (or otherwise initiating its allocable share of any such amounts provided by one or supporting more Affiliated Entity) and not have such operating expenses (or Pledgor's allocable share thereof) paid by any of the filing Affiliated Entities, provided, that DVL, Inc. shall be permitted to pay the initial organizational expenses of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted SubsidiaryPledgor; (m) remaining Solventmaintain adequate capitalization in light of its business and purpose; (n) conducting conduct all of its business (whether written in writing or oralorally) solely in its own name through its duly authorized officers, employees and agents; (o) not make or declare any dividends or other than using servicemarks, trademarks, slogans distributions of cash or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as property to the identity holders of each its equity securities or make redemptions or repurchases of its equity securities, in either case, on a periodic basis any more frequently than monthly or otherwise, in certain other irregular cases, in accordance with appropriate legal formalities and consistent with sound business judgment; and all such distributions, redemptions or repurchases shall only be permitted hereunder to the Unrestricted Subsidiary, Class II Restricted Subsidiary, extent that it is not violative of any applicable law and that no Event of Default then exists or would result therefrom; (p) maintain at least one employee (which employee may be shared with an Affiliate pursuant to a written agreement allocating the Parent, the Borrower compensation and any Class I Restricted Subsidiaryother remuneration and benefits for such employee as among such parties) in charge of day-to-day operations of Pledgor; and (oq) maintaining a record otherwise practice and adhere to legal formalities such as complying with respect to any material asset purchased from the Parentits constitutive documents and member and director resolutions, the Borrower or any Class I Restricted Subsidiaryholding of regularly scheduled meetings of shareholders and directors, including bills and maintaining complete and correct books and records and minutes of sale (or any similar instrument meetings and other proceedings of assignment) and, if appropriate, filings under the Uniform Commercial Codeits shareholders and directors.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, Holdings, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, Holdings, the Borrower and the Class I Restricted Subsidiaries including, without limitation: (a) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, Holdings, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (f) maintaining its financial records separate and apart from those of any other Person; (g) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of the its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k7.2(l) or (lm)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, Holdings, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, Holdings, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s 's or Class II Restricted Subsidiary’s 's organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, Holdings, the Borrower and any Class I Restricted Subsidiary; and (o) maintaining a record with respect to any material asset purchased from the Parent, Holdings, the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Code.

Maintenance of Separate Existence. With respect to (a) The Issuer will, and will cause each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationother Securitization Entity to: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its maintain their own deposit and other bank accounts and all of its assets securities account, as applicable, or accounts, separate from those of any of its Affiliates (other Personthan the other Securitization Entities), with commercial banking institutions and ensure that the funds of the Securitization Entities will not be diverted to any Person who is not a Securitization Entity or for other than the use of the Securitization Entities, nor will such funds be commingled with the funds of any of its Affiliates (other than the other Securitization Entities) other than as provided in the Transaction Documents; (fii) maintaining ensure that all transactions between it and any of its Affiliates (other than the other Securitization Entities), whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and agreed that the transactions contemplated in the Transaction Documents meet the requirements of this clause (ii); (iii) to the extent that any Securitization Entity and any of its Affiliates (other than the other Securitization Entities) have offices in the same location, fairly and appropriately allocate overhead costs among them, and each such entity shall bear its fair share of such expenses; (iv) (A) issue separate financial records statements from any of its Affiliates (other than the other Securitization Entities) prepared at least quarterly and prepared in accordance with GAAP and (B) file its own tax returns, if any, as may be required under applicable law, to the extent not part of a consolidated group filing a consolidated return or returns and not treated as a division or a disregarded entity for tax purposes of another taxpayer, and pay any U.S. federal and material state and local taxes required to be paid by it under applicable law, except as otherwise expressly provided in the Transaction Documents; (A) conduct its affairs in its own name and in accordance with its Charter Documents and observe all necessary, appropriate and customary limited liability company or corporate formalities (as applicable), including, but not limited to, holding all regular and special meetings appropriate to authorize all of its actions, keeping separate and apart accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts, (B) hold all of the its assets in its own name and in such a manner that it will not be costly or difficult to segregate, ascertain or identify its assets from those of any other PersonAffiliate or any other Person and (C) be, and at all times hold itself out to the public as, a legal entity separate and distinct from any other Person and, to the extent known by it, correct any misunderstanding regarding its separate identity; (gvi) (A) not suggesting in assume or guarantee any wayof the liabilities of any other Person, within become obligated for the debts of any other Person or hold out its financial statements, that its assets are credit as being available to pay the claims obligations of creditors of any other Person (other than the Parentother Securitization Entities), (B) remain solvent and pay its debts and liabilities from its assets as the Borrower same become due, and (C) except as arising under or expressly permitted by the Transaction Documents, not incur, create or assume any Class I Restricted SubsidiaryIndebtedness and not make any loans or advances to, or pledge its assets for the benefit of, any other Person or entity; (hvii) ensuring that the responsible officers of the Unrestricted Subsidiary take, or Class II Restricted Subsidiaryrefrain from taking, as the case may be, duly authorized all other actions that are necessary to be taken or not to be taken in accordance order to (A) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with its organizational documents, duly authorize respect to it and (B) comply in all of its actionsmaterial respects with those procedures described in such provisions which are applicable to it; (iviii) ensuring maintain at least one Independent Manager or Independent Director, as applicable, on its board of managers or its board of directors, as the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actionscase may be; (jix) not to the fullest extent permitted by law, so long as any Obligation remains outstanding, remove any Independent Manager or Independent Director only for Cause and only after providing the Trustee and the Control Party with no less than five (5) days’ prior written notice of (A) having any proposed removal of such Independent Manager or incurring any Indebtedness to the ParentIndependent Director, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); as applicable, and (B) guaranteeing or otherwise becoming liable for any obligations the identity of the Parentproposed replacement Independent Manager or Independent Director, as applicable, together with a certification that such replacement satisfies the Borrower requirements for an Independent Manager or an Independent Director set forth in the Charter Documents of the applicable Securitization Entity; and (other than Peso Subfacility Loans and Third-Party Peso Loansx) (A) provide, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by cause the ParentManager to provide, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to Trustee and the ParentControl Party, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts a copy of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions executed agreement with respect to the affairs of the Parent, the Borrower or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent appointment of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower replacement Independent Director or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted SubsidiaryIndependent Manager, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (yB) only with provide, or cause the proper approval Manager to provide, to the Trustee and authorization in accordance with such Unrestricted Subsidiary’s the Control Party, written notice of the identity and contact information for each Independent Director or Class II Restricted Subsidiary’s organizational documentsIndependent Manager, as applicable;, on an annual basis and at any time such information changes. (lb) refraining from filing or otherwise initiating or supporting the filing The Issuer, on behalf of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower itself and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiaryother Securitization Entities, Class II Restricted Subsidiary, confirms that the Parent, statements relating to the Borrower Issuer and/or any other Securitization Entity referenced in the opinion of Kxxxxx Xxxxxx Rxxxxxxx LLP regarding substantive consolidation matters delivered to the Trustee on the most recent Series Closing Date are true and any Class I Restricted Subsidiary; and (o) maintaining a record correct with respect to itself and each other Securitization Entity, and that the Issuer will, and will cause each other Securitization Entity to, comply with any material asset purchased from the Parent, the Borrower covenants or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, obligations assumed to be complied with by it therein as if appropriate, filings under the Uniform Commercial Codesuch covenants and obligations were set forth herein.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do The Issuer shall take all things necessary reasonable steps to continue its identity as a separate legal entity and to be readily distinguishable make it apparent to third Persons that it is an entity with assets and liabilities distinct from the Parentthose of Wentworth, the Borrower Company, the Seller, the other Affiliated Entities or any other Person, and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that it is not a division of any of the ParentAffiliated Entities or any other Person. In that regard, and without limiting the foregoing in any manner, the Borrower and the Class I Restricted Subsidiaries including, without limitationIssuer shall: (a1) practicing maintain its limited liability company existence and adhering make independent decisions with respect to organizational formalitiesits daily operations and business affairs and, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and other than decisions of its managing member pursuant to the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws terms of the jurisdiction limited liability company agreement of its organization; (d) acting solely the Issuer, not be controlled in its name and through its duly authorized officers making such decisions by any other Affiliated Entity or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (f2) maintaining its financial records maintain at least two members neither of which otherwise is (or at any time during the last five years has been) a direct, indirect or beneficial officer, general partner, member, director, employee, affiliate, associate, creditor, customer or supplier of any of the Affiliated Entities (unless acting as such in an independent capacity), nor a direct, indirect or beneficial owner of the outstanding equity interest (including, limited partnership interests or limited liability company interest) of any of the Affiliated Entities, nor a relative of any of the foregoing, nor a trustee in bankruptcy for any of the foregoing; (3) maintain separate and apart clearly delineated office space owned by it or evidenced by a written lease or sublease (even if located in an office owned or leased by, or shared with, another Affiliated Entity); (4) maintain its assets in a manner which facilitates their identification and segregation from those of any of the other PersonAffiliated Entities; (g5) not suggesting maintain a separate telephone number which will be answered only in any way, within its financial statements, that its assets are available to pay the claims of creditors of the Parent, the Borrower or any Class I Restricted Subsidiaryown name and separate stationery and other business forms; (h6) ensuring that conduct all intercompany transactions with the responsible officers of other Affiliated Entities on terms which the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all of its actionsIssuer reasonably believes to be on an arm's-length basis; (i7) ensuring not guarantee any obligation of any of the receipt of proper authorizationother Affiliated Entities, when necessary, in accordance with the terms nor have any of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower any other Affiliated Entity or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of the Parentany other Affiliated Entity, the Borrower nor seek or any Class I Restricted Subsidiary; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third third-party based upon the creditworthiness or assets of the Parent, the Borrower any other Affiliated Entity or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)other Person; (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) 8) except as expressly otherwise permitted hereunder or under any of the Unrestricted Subsidiaries other Transaction Documents, not permit the commingling or pooling of its funds or other assets with the assets of any other Affiliated Entity; (9) maintain separate deposit and Class II Restricted Subsidiaries other bank accounts to which no other Affiliated Entity (other than as a Master Servicer) has any access; (10) maintain financial records which are separate from those of the costs other Affiliated Entities; (11) compensate (either directly or through reimbursement of its allocable share of any shared expenses) all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, and Affiliated Entities, to the extent applicable, for services provided to the Issuer by such employees, consultants and agents or Affiliated Entities, in each case, from the Issuer's own funds; (12) have agreed with each of the other relevant Affiliated Entities to allocate among themselves shared computer overhead and corporate operating services and expenses which are not reflected in the Master Servicing Fee (including without limitation the services of shared employees, consultants and agents and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered; (13) pay for its own account for accounting and payroll services, rent, lease and other office equipment expenses (or its allocable share of any such amounts provided by one or more other Affiliated Entity) and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with not have such operating expenses (or the Issuer's allocable share thereof) paid by any of the ParentAffiliated Entities, provided, that Wentworth, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable Company and/or the Seller shall be permitted to pay the Unrestricted Subsidiary or Class II Restricted Subsidiary, as initial organizational expenses of the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableIssuer; (l14) refraining from filing or otherwise initiating or supporting the filing maintain adequate capitalization in light of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiaryits business and purpose; (m15) remaining Solvent; (n) conducting conduct all of its business (whether written in writing or oralorally) solely in its own name through its duly authorized officers, employees and agents; (16) not make or declare any dividends or other than using servicemarks, trademarks, slogans distributions of cash or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as property to the identity holders of each its equity securities or make redemptions or repurchases of its equity securities, in either case, on a periodic basis any more frequently than monthly or otherwise, in certain other irregular cases, in accordance with appropriate corporate formalities and consistent with sound business judgment; and all such distributions, redemptions or repurchases shall only be permitted to be made hereunder out of Available Issuer Funds and only to the extent that it is not violative of any applicable law and no Event of Default or Potential Event of Default then exists or would result therefrom; (17) maintain at least one employee (which employee may be shared with an Affiliate pursuant to a written agreement allocating the compensation and other remuneration and benefits for such employee as among such parties) in charge of day-to-day operations of the Unrestricted Subsidiary, Class II Restricted SubsidiaryIssuer; (18) otherwise practice and adhere to corporate formalities such as complying with its Organizational Documents and member and manager resolutions, the Parentholding of regularly scheduled meetings of members and managers, the Borrower and any Class I Restricted Subsidiarymaintaining complete and correct books and records and minutes of meetings and other proceedings of its members and managers; and (o19) maintaining a record not fail to maintain all policies and procedures or take or continue to take all actions necessary or appropriate to ensure that all factual assumptions set forth in those certain Opinions of Counsel of the Issuer delivered on the Closing Date concluding that sales of Receivables by the Seller to the Issuer made pursuant to the Issuer Purchase Agreement and by the Company to the Seller pursuant to the Seller Purchase Agreement would constitute true sales and that the Issuer would not be substantively consolidated with the Seller, the Company or Wentworth following the occurrence of an Insolvency Event with respect to any material asset purchased from the Parent, the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Codesuch Person.

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do The Borrower shall take all things necessary reasonable steps to continue its identity and the identity of its Subsidiaries as separate legal entities and to be readily distinguishable make it apparent to third Persons that it and its Subsidiaries are entities with assets and liabilities distinct from those of the ParentAffiliated Entities or any other Person, and that neither it nor any of its Subsidiaries is a division of any of the Affiliated Entities or any other Person. In that regard the Borrower shall, and to the Class I Restricted extent applicable shall cause each of its Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationto: (ai) practicing maintain its limited liability company existence and adhering make independent decisions with respect to organizational formalitiesits daily operations and business affairs and, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and other than pursuant to the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws terms of the jurisdiction limited liability company agreement of its organization; (d) acting solely the Borrower, not be controlled in its name and through its duly authorized officers making such decisions by any other Affiliated Entity or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (fii) maintaining maintain its financial records separate assets in a manner which facilitates their identification and apart segregation from those of any of the other PersonAffiliated Entities; (giii) not suggesting in any wayexcept as expressly otherwise permitted hereunder, within its financial statements, that its assets are available to pay conduct all intercompany transactions with the claims of creditors of the Parent, other Affiliated Entities on terms which the Borrower or any Class I Restricted Subsidiaryreasonably believes to be on an arm’s length basis; (hiv) ensuring that the responsible officers except as contemplated under any Loan Document, not guarantee any obligation of any of the Unrestricted Subsidiary or Class II Restricted Subsidiaryother Affiliated Entities, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all nor have any of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower any other Affiliated Entity or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (v) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Loan Documents, not permit the Borrower commingling or any Class I Restricted Subsidiary; (F) operating pooling of its funds or purporting to operate as an integrated, single economic unit other assets with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)other Affiliated Entity; (kvi) causing maintain separate deposit and other bank accounts to which no other Affiliated Entity has any access; (vii) not have any employees and shall outsource all of its daily operations to the Unrestricted Subsidiaries and Manager pursuant to the Class II Restricted Subsidiaries to reimburse Management Services Agreement; (viii) pay for its own account, directly from the Borrower and its Borrower’s own funds or indirectly through documented capital contributions from any of Parent, Holdings, or any other Subsidiaries for the respective shares (determined on a commercially reasonable basis) direct or indirect parent of the Unrestricted Subsidiaries Borrower, for accounting and Class II Restricted Subsidiaries of the costs of all shared corporate operating payroll services, leases and expensesrent, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer lease and other office equipment expenses (or its allocable share of any such amounts provided by one or more other Affiliated Entity) and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with not have such operating expenses (or the Borrower’s allocable share thereof) paid by any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableAffiliated Entities; (lix) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name (other than using servicemarksthrough its duly authorized officers, trademarksemployees and agents, slogans or similar Intellectual Property which are in common with those used by including the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted SubsidiaryManager; and (ox) maintaining a record otherwise practice and adhere to limited liability company formalities such as complying with respect to any material asset purchased from the Parentits organizational documents and member and board of director resolutions, the Borrower or any Class I Restricted Subsidiaryholding of regularly scheduled meetings of the member and board of directors, including bills and maintaining complete and correct books and records and minutes of sale (or any similar instrument meetings and other proceedings of assignment) and, if appropriate, filings under the Uniform Commercial Code.its member and board of directors. CREDIT AGREEMENT – Page 102

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do all things necessary to continue to be readily distinguishable from the Parent, the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that (a) Each of the ParentCo-Issuers will, and will cause each other Securitization Entity to, except as otherwise expressly contemplated by the Borrower and the Class I Restricted Subsidiaries including, without limitationTransaction Documents: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by maintain its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its own deposit and other bank accounts and all of its assets securities account or accounts, separate from those of any of its Affiliates (other Personthan the other Securitization Entities, Take 5 Oil and Take 5) (such Affiliates, the “Non-Securitization Affiliates”), with commercial banking institutions and ensure that the funds of the Securitization Entities will not be diverted to any Person who is not a Securitization Entity or for other than the use of the Securitization Entities, nor will such funds be commingled with the funds of any of its Non-Securitization Affiliates other than as provided in the Transaction Documents; (fii) maintaining ensure that all transactions between it and any of its financial records separate Non-Securitization Affiliates, whether currently existing or hereafter entered into, shall be only on an arm’s length basis, it being understood and apart from those agreed that the transactions contemplated in the Transaction Documents and the transactions described in the proviso to the following clause (vi) meet the requirements of any other Personthis clause (ii); (giii) not suggesting to the extent that it requires an office to conduct its business, (x) conduct its business from an office at a separate address from that of any of its Non-Securitization Affiliates; provided that segregated offices in the same building shall constitute separate addresses for purposes of this clause (iii); or (y) to the extent that it has a shared office with any wayNon-Securitization Affiliate, within there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its financial statements, that its assets are available to pay the claims fair share of creditors of the Parent, the Borrower or any Class I Restricted Subsidiarysuch expenses; (hiv) ensuring issue separate financial statements from all of its Non-Securitization Affiliates prepared at least quarterly and prepared in accordance with GAAP; (v) conduct its affairs in its own name and in accordance with its Charter Documents and observe all necessary, appropriate and customary limited liability company, partnership or corporate formalities (as applicable), including, but not limited to, holding all regular and special meetings appropriate to authorize all of its actions, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vi) not assume or guarantee any of the liabilities of any of its Non-Securitization Affiliates; provided that the responsible officers Securitization Entities may, pursuant to any Letter of Credit Reimbursement Agreement, cause letters of credit to be issued pursuant to the Unrestricted Subsidiary Class A-1 Note Purchase Agreements that are for the sole benefit of one or Class II Restricted Subsidiarymore Non-Securitization Entities in the United States or Canada, as applicable, if the applicable Co-Issuer receives a fee from each Non-Securitization Entity whose obligations are secured by any such letter of credit in an amount equal to the cost to such Co-Issuer in connection with the issuance and maintenance of such letter of credit plus 25 basis points per annum, it being understood that such fee is an arm’s length fair market fee; (vii) take, or refrain from taking, as the case may be, duly authorized all other actions that are necessary to be taken or not to be taken in accordance order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with its organizational documents, duly authorize respect to it and (y) comply in all of its actionsmaterial respects with those procedures described in such provisions which are applicable to it; (iviii) ensuring the receipt maintain at least two (2) Independent Managers on its board of proper authorization, when necessary, in accordance with the terms managers or board of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower directors (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding itself out as responsible for debts of the Parent, the Borrower or any Class I Restricted Subsidiary or for decisions or actions with respect to the affairs of the ParentCanadian SPV Franchising Entity LPs, Driven Canada Product Sourcing and Driven Canada Claims Management, the Borrower or any Class I Restricted Subsidiary; respective Canadian Securitization Entity GP for which maintains at least two (F2) operating or purporting to operate as an integrated, single economic unit with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets Independent Managers on its board of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8directors); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); (k) causing the Unrestricted Subsidiaries and the Class II Restricted Subsidiaries to reimburse the Borrower and its other Subsidiaries for the respective shares (determined on a commercially reasonable basis) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and other office equipment and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with any of the Parent, the Borrower or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis and with unaffiliated Persons and respect to the applicable Canadian Securitization Entities, one (y1) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableof which Independent Manager is a Canadian resident; (lix) refraining from filing to the fullest extent permitted by law, so long as any Notes remain Outstanding, remove or otherwise initiating or supporting replace any Independent Manager only for Cause and only after providing the filing Trustee and the Control Party with at least five (5) days’ prior written notice of a motion in (A) any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with proposed removal of such Unrestricted Subsidiary or Class II Restricted Subsidiary; Independent Manager and (mB) remaining Solvent; (n) conducting all of its business (whether written or oral) solely in its own name (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiaryproposed replacement Independent Manager, Class II Restricted Subsidiary, together with a certification that such replacement satisfies the Parent, the Borrower and any Class I Restricted Subsidiaryrequirements for an Independent Manager set forth in its Charter Documents; and (ox) maintaining (A) provide, or cause the applicable Manager to provide, to the Trustee and the Control Party a record copy of the executed agreement with respect to the appointment of any material asset purchased from replacement Independent Manager and (B) provide, or cause the Parentapplicable Manager to provide, to the Trustee, the Borrower Control Party and each Noteholder written notice of the identity and contact information for each Independent Manager on an annual basis and at any time such information changes. (b) The Issuer, on behalf of itself and each of the other U.S. Securitization Entities, confirms that the statements relating to the Issuer referenced in the opinion of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP regarding substantive consolidation matters delivered to the Trustee on each Series Closing Date or such other date when the related assets for such Driven Securitization Brand were contributed to the U.S. Securitization Entities pursuant to a Contribution Agreement are true and correct with respect to itself and each other U.S. Securitization Entity, and that the Issuer will, and will cause each other U.S. Securitization Entity to, comply with any Class I Restricted Subsidiarycovenants or obligations assumed to be complied with by it therein as if such covenants and obligations were set forth herein in accordance with Section 8.24(a)(vii). The Canadian Co-Issuer, including bills on behalf of sale itself and each of the other Canadian Securitization Entities, confirms that the statements relating to the Canadian Co-Issuer referenced in the opinion of Blake, Xxxxxxx & Xxxxxxx LLP regarding substantive consolidation matters delivered to the Trustee on each Series Closing Date (beginning with the Series 2020-1 Closing Date) or such other date when the related assets for such Driven Securitization Brand were contributed to the Canadian Securitization Entities pursuant to a Contribution Agreement are true and correct with respect to itself and each other Canadian Securitization Entity, and that the Canadian Co-Issuer will, and will cause each other Canadian Securitization Entity to, comply with any similar instrument of assignment) and, covenants or obligations assumed to be complied with by it therein as if appropriate, filings under the Uniform Commercial Codesuch covenants and obligations were set forth herein in accordance with Section 8.24(a)(vii).

Maintenance of Separate Existence. With respect to each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Subsidiary to do The Borrower shall take all things necessary reasonable steps to continue its identity as a separate legal entity and to be readily distinguishable make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of the ParentAffiliated Entities or any other Person, and that it is not a division of any of the Affiliated Entities or any other Person. In that regard the Borrower and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the Borrower and the Class I Restricted Subsidiaries including, without limitationshall: (ai) practicing maintain its limited liability company existence and adhering make independent decisions with respect to organizational formalitiesits daily operations and business affairs and, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and other than pursuant to the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws terms of the jurisdiction limited liability company agreement of its organization; (d) acting solely the Borrower, not be controlled in its name and through its duly authorized officers making such decisions by any other Affiliated Entity or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (fii) maintaining maintain its financial records separate assets in a manner which facilitates their identification and apart segregation from those of any of the other PersonAffiliated Entities; (giii) not suggesting in any wayexcept as expressly otherwise permitted hereunder, within its financial statements, that its assets are available to pay conduct all intercompany transactions with the claims of creditors of the Parent, other Affiliated Entities on terms which the Borrower or any Class I Restricted Subsidiaryreasonably believes to be on an arm’s length basis; (hiv) ensuring that the responsible officers not guarantee any obligation of any of the Unrestricted Subsidiary or Class II Restricted Subsidiaryother Affiliated Entities, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all nor have any of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower (other than Peso Subfacility Loans and Third-Party Peso Loans, if any) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower any other Affiliated Entity or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (v) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Transaction Documents, not permit the Borrower commingling or any Class I Restricted Subsidiary; (F) operating pooling of its funds or purporting to operate as an integrated, single economic unit other assets with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)other Affiliated Entity; (kvi) causing the Unrestricted Subsidiaries maintain separate deposit and the Class II Restricted Subsidiaries other bank accounts to reimburse the Borrower and which no other Affiliated Entity has any access; (vii) compensate (either directly or through reimbursement of its other Subsidiaries for the respective shares (determined on a commercially reasonable basisallocable share of any shared expenses) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, and Affiliated Entities, to the extent applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliated Entities, in each case, either directly from the Borrower’s own funds or indirectly through documented capital contributions from the Parent, Intermediate Holdco, the Seller or any other direct or indirect parent of the Borrower; (viii) have agreed with each of the other relevant Affiliated Entities to allocate among themselves, through documented intercompany transactions, including documented capital contributions from the Parent, Intermediate Holdco, the Seller or any other direct or indirect parent of the Borrower, shared computer overhead and other office equipment corporate operating services and software expenses which are not reflected in documentation in connection with a Takeout Transaction (including the services of shared employees, consultants and shared telephone numbers; agents and reasonable legal and auditing expenses) on the basis of actual use or the value of services rendered, and otherwise refraining on a basis reasonably related to actual use or the value of services rendered; (ix) pay for its own account, directly from engaging in any transaction with the Borrower’s own funds or indirectly through documented capital contributions from any of the Parent, Intermediate Holdco, the Borrower Seller or any Class I Restricted Subsidiary unless other direct or indirect parent of the Borrower, for accounting and payroll services, rent, lease and other expenses (or its allocable share of any such transaction is consummated amounts provided by one or more other Affiliated Entity) and not have such operating expenses (or the Borrower’s allocable share thereof) paid by any of the Affiliated Entities; provided, that the Parent or another Affiliated Entity shall be permitted to pay the initial organizational expenses of the Borrower; (x) on terms and conditions no less favorable to the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicable; (l) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name through its duly authorized officers, employees and agents, including the Manager and the Servicer; (other than using servicemarks, trademarks, slogans xi) not make or similar Intellectual Property which are in common with those used by the Borrower and its Restricted Subsidiaries) so as not to mislead others as declare any distributions of cash or property to the identity holders of each its equity securities or make redemptions or repurchases of its equity securities, in either case, on a periodic basis any more frequently than monthly or otherwise, in certain other irregular cases, in accordance with appropriate corporate formalities and consistent with sound business judgment; and all such distributions, redemptions or repurchases shall only be permitted hereunder to the Unrestricted Subsidiary, Class II Restricted Subsidiary, the Parent, the Borrower and any Class I Restricted Subsidiaryextent that no Event of Default then exists or would result therefrom; and (oxii) maintaining a record otherwise practice and adhere to corporate formalities such as complying with respect to any material asset purchased from the Parentits organizational documents and member and manager resolutions, the Borrower or any Class I Restricted Subsidiaryholding of regularly scheduled meetings of members and managers, including bills and maintaining complete and correct books and records and minutes of sale (or any similar instrument meetings and other proceedings of assignment) and, if appropriate, filings under the Uniform Commercial Codeits members and managers.

Maintenance of Separate Existence. With respect to The Borrower shall take, and shall cause each Unrestricted Subsidiary and Class II Restricted Subsidiary, cause such Borrower Subsidiary to do take, all things necessary reasonable steps to continue its identity as separate legal entity and to be readily distinguishable make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of the ParentAffiliated Entities or any other Person, and that it is not a division of any of the Affiliated Entities or any other Person. In that regard the Borrower shall and the Class I Restricted Subsidiaries and maintain its existence separate and apart from that of the Parent, the shall cause each Borrower and the Class I Restricted Subsidiaries including, without limitationSubsidiary to: (ai) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (b) observing all organizational formalities in connection with all dealings between itself and the Parent, the Borrower and the Class I Restricted Subsidiaries; (c) observing all procedures required by its organizational documents and the laws of the jurisdiction of its organization; (d) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (e) maintaining its deposit and other bank accounts and all of maintain its assets separate in a manner which facilitates their identification and segregation from those of any of the other PersonAffiliated Entities; (fii) maintaining its financial records separate and apart from those of any conduct all intercompany transactions with the other PersonAffiliated Entities on terms which the Borrower reasonably believes to be on an arm’s length basis; (giii) not suggesting in guarantee any way, within its financial statements, that its assets are available to pay the claims obligation of creditors any of the Parentother Affiliated Entities, the Borrower or nor have any Class I Restricted Subsidiary; (h) ensuring that the responsible officers of the Unrestricted Subsidiary or Class II Restricted Subsidiary, as the case may be, duly authorized in accordance with its organizational documents, duly authorize all of its actions; (i) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of its organizational documents for its actions; (j) not (A) having or incurring obligations guaranteed by any Indebtedness to the Parent, the Borrower or any Class I Restricted Subsidiary (except for any such Indebtedness permitted by Section 7.2(k) or (l)); (B) guaranteeing or otherwise becoming liable for any obligations of the Parent, the Borrower other Affiliated Entity (other than Peso Subfacility Loans a Borrower Subsidiary’s guarantee under the Transaction Documents and, for the avoidance of doubt, the Performance Guarantor’s obligations under the Holdco Performance Guaranty and Third-Party Peso Loans, if anythe Performance Guaranty) or any Class I Restricted Subsidiary; (C) having obligations guaranteed by the Parent, the Borrower or any Class I Restricted Subsidiary except to the extent of any guarantee permitted by Section 7.8; (D) making any loans or advances to the Parent, the Borrower or any Subsidiary Guarantor except for any such Indebtedness that is (i) permitted by Section 7.2, (ii) unsecured, and (iii) subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (E) holding hold itself out as responsible for the debts of the Parent, the Borrower or any Class I Restricted Subsidiary other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity; (iv) except as expressly otherwise permitted hereunder or contemplated under any of the Parentother Transaction Documents, not permit the Borrower commingling or any Class I Restricted Subsidiary; (F) operating pooling of its funds or purporting to operate as an integrated, single economic unit other assets with respect to the Parent, the Borrower or any Class I Restricted Subsidiary; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8); and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent, the Borrower or any Class I Restricted Subsidiary (except to the extent of any guarantee permitted by Section 7.8)other Affiliated Entity; (kv) causing the Unrestricted Subsidiaries maintain separate deposit and the Class II Restricted Subsidiaries other bank accounts to reimburse the Borrower and which no other Affiliated Entity has any access; (vi) compensate (either directly or through reimbursement of its other Subsidiaries for the respective shares (determined on a commercially reasonable basisallocable share of any shared expenses) of the Unrestricted Subsidiaries and Class II Restricted Subsidiaries of the costs of all shared corporate operating services, leases and expenses, including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents, shared computer and Affiliated Entities, to the extent applicable, for services provided to the Borrower by such employees, consultants and agents or Affiliated Entities, in each case, either directly from such Borrower’s own funds or indirectly through documented capital contributions from the Sponsor, the Depositor or any other direct or indirect parent of the Borrower; (vii) pay for its own account, directly from such Borrower’s own funds or indirectly through documented capital contributions from Sponsor, Depositor or any other direct or indirect parent of the Borrower, for accounting and payroll services, rent, lease and other office equipment expenses (or its allocable share of any such amounts provided by one or more other Affiliated Entity) and software and shared telephone numbers; and otherwise refraining from engaging in any transaction with not have such operating expenses (or the Borrower’s allocable share thereof) paid by any of the ParentAffiliated Entities; provided, that the Borrower Sponsor or any Class I Restricted Subsidiary unless such transaction is consummated (x) on terms and conditions no less favorable another Affiliated Entity shall be permitted to pay the Unrestricted Subsidiary or Class II Restricted Subsidiary, as initial organizational expenses of the case may be, than transactions consummated on an arms-length basis with unaffiliated Persons and (y) only with the proper approval and authorization in accordance with such Unrestricted Subsidiary’s or Class II Restricted Subsidiary’s organizational documents, as applicableBorrower; (lviii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving the Parent, the Borrower or any Class I Restricted Subsidiary to substantively consolidate the Parent, the Borrower or any Class I Restricted Subsidiary with such Unrestricted Subsidiary or Class II Restricted Subsidiary; (m) remaining Solvent; (n) conducting all of conduct its business (whether written in writing or oralorally) solely in its own name through its duly authorized officers, employees and agents, including the any Servicer; and [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. (other than using servicemarks, trademarks, slogans or similar Intellectual Property which are in common ix) otherwise practice and adhere to corporate formalities such as complying with those used by the Borrower its organizational documents and its Restricted Subsidiaries) so as not to mislead others as to the identity of each of the Unrestricted Subsidiary, Class II Restricted Subsidiarymember and manager resolutions, the Parentholding of regularly scheduled meetings of members and managers, the Borrower and maintaining complete and correct books and records and minutes of meetings and other proceedings of its members and managers. Nothing otherwise expressly permitted or contemplated by any Class I Restricted Subsidiary; and (o) maintaining a record with respect to provision in any material asset purchased from the Parent, the Borrower or any Class I Restricted Subsidiary, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial CodeTransaction Document shall be prohibited by this Section 5.1(U).