Common use of Maintenance of Separate Existence Clause in Contracts

Maintenance of Separate Existence. Each of NFLP and the General Partner will do all things necessary to maintain its corporate or partnership existence separate and apart from that of National and Affiliates of National including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at least two corporate directors who are not officers, directors or employees of any of its Affiliates; (iii) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (iv) not (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (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 and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the Vehicles; (v) 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; (vi) maintaining its financial records and books of account separate and apart from those of any other Person; (vii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; (viii) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a telephone number separate and apart from that of any of its Affiliates; (ix) accounting for and managing all of its liabilities separately from those of any of its Affiliates; (x) allocating, on an arm's-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (xi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLP, the General Partner, National or any Affiliate of National, to substantively consolidate NFLP or the General Partner with National or any Affiliate of National; (xii) remaining solvent and (xiii) conducting all of its business (whether written or oral) solely in its own name. Each of NFLP and the General Partner acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance of the initial Series of Notes addressing the issue of substantive consolidation as it may relate to National, the General Partner and NFLP. NFLP and the General Partner hereby agree to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to the Rating Agencies, the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26.

Maintenance of Separate Existence. Each of NFLP and the General Partner The Issuer will do all things necessary to maintain its corporate or partnership existence as a Nevada corporation separate and apart from that of National and all Affiliates of National the Issuer, including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at least two corporate directors a Person who are not officers, directors or employees of any of its Affiliatesis an Independent Director; (iii) owning or leasing (including through shared arrangements with Affiliates) pursuant to written leases all office furniture and equipment necessary to operate its business; (iv) not refraining from (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (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 Affiliates, and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the VehiclesAffiliate; (v) other than as provided in the Related Documents, maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (vi) maintaining all of its financial records and books of account separate and apart from those of any other Person; (vii) compensating all its employees, officers, directors, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, directors, consultants and agents of such Affiliate, out of its own funds; (viii) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a telephone number separate and apart from that of any of its Affiliates; (ix) accounting for and managing all of its liabilities separately from those of any of its Affiliates, including, without limitation, payment directly by the Issuer of all payroll, accounting and other administrative expenses and taxes; (xix) allocating, on an arm's-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (x) refraining from paying dividends or making distributions, Loans or other advances to any of its Affiliates more frequently than once during any calendar month and, in each case, as duly authorized by its Directors and in accordance with applicable law; (xi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLP, the General Partner, National Issuer or any other Affiliate of National, the Issuer to substantively consolidate NFLP or the General Partner assets and liabilities of the Issuer with National the assets and liabilities of any such Person or any other Affiliate of Nationalthe Issuer; (xii) remaining solvent maintaining adequate capitalization in light of its business and purpose; and (xiii) conducting all of its business (whether written or oral) solely in its own name. Each of NFLP and the General Partner acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance of the initial Series of Notes addressing the issue of substantive consolidation as it may relate to National, the General Partner and NFLP. NFLP and the General Partner hereby agree to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to the Rating Agencies, the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26.

Maintenance of Separate Existence. Each of NFLP the Issuer and the General Partner will do all things necessary to maintain its corporate limited partnership or partnership limited liability company existence separate and apart from that of National Vanguard Holdings and Affiliates of National Vanguard Holdings including, without limitation, (i) practicing and adhering to corporate limited partnership or partnership limited liability company formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at least two corporate directors who are not officers, directors or employees of any of its Affiliates; (iii) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (iviii) not (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (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 and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the Vehicles; (viv) 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; (viv) maintaining its financial records and books of account separate and apart from those of any other Person; (viivi) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; (viiivii) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a telephone number separate and apart from that of any of its Affiliates; (ixviii) accounting for and managing all of its liabilities separately from those of any of its Affiliates; (xix) allocating, on an arm'sarm’s-length basis, all shared corporate corporate, limited partnership or partnership limited liability company operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (xix) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLPthe Issuer, the General Partner, National Vanguard, Vanguard Holdings or any Affiliate of NationalVanguard Holdings, to substantively consolidate NFLP the Issuer or the General Partner with National Vanguard, Vanguard Holdings or any Affiliate of NationalVanguard Holdings; (xiixi) remaining solvent and (xiiixii) conducting all of its business (whether written or oral) solely in its own name. Each of NFLP the Issuer and the General Partner acknowledges its receipt of a copy of that those certain opinion letter letters issued by MayexWeil, Xxowx Gotshal & Xlatx xxxed Xxxxxx LLP dated the date of issuance of the initial Series of Notes addressing the issue of substantive consolidation as it may relate to NationalVanguard, Vanguard Holdings, the General Partner and NFLPthe Issuer and the characterization of the Lease as a “true lease”. NFLP The Issuer and the General Partner hereby agree to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter letters and relating to NFLP the Issuer or the General Partner. On an annual basis, NFLP commencing on October 31, 2005, the Issuer will provide to the Rating Agencies, the Trustee and the Master Collateral Agent, an Officer's ’s Certificate certifying that it is in compliance with its obligations under this Section 8.26.

Maintenance of Separate Existence. Each of NFLP and the General Partner The Borrower will do all things necessary to maintain its corporate or partnership existence as a Nebraska corporation separate and apart from that of National and all Affiliates of National the Borrower, including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at least two corporate directors Persons who are not officers, directors or employees of any of its AffiliatesIndependent Directors; (iii) owning or leasing (including through shared arrangements with Affiliates) pursuant to written leases all office furniture and equipment necessary to operate its business; (iv) not refraining from (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (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 Affiliates, and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the VehiclesAffiliate; (v) other than as provided in the Related Documents, maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (vi) maintaining all of its financial records and books of account separate and apart from those of any other Person; (vii) compensating all its employees, officers, directors, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, directors, consultants and agents of such Affiliate, out of its own funds; (viii) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a telephone number separate and apart from that of any of its Affiliates; (ix) accounting for and managing all of its liabilities separately from those of any of its Affiliates, including, without limitation, payment directly by the Borrower of all payroll, accounting and other administrative expenses and taxes; (xix) allocating, on an arm's-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (x) refraining from paying dividends or making distributions, loans or other advances to any of its Affiliates more frequently than once during any calendar month and, in each case, as duly authorized by its Directors and in accordance with applicable law; (xi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLP, the General Partner, National Borrower or any other Affiliate of National, the Borrower to substantively consolidate NFLP or the General Partner assets and liabilities of the Borrower with National the assets and liabilities of any such Person or any other Affiliate of Nationalthe Borrower; (xii) remaining solvent maintaining adequate capitalization in light of its business and purpose; and (xiii) conducting all of its business (whether written or oral) solely in its own name. Each of NFLP and the General Partner acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance of the initial Series of Notes addressing the issue of substantive consolidation as it may relate to National, the General Partner and NFLP. NFLP and the General Partner hereby agree to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to the Rating Agencies, the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26.

Maintenance of Separate Existence. Each of NFLP and the General Partner The Seller will do all things necessary to maintain its corporate or partnership existence separate and apart from that of National the Originator and all other Affiliates of National the Seller, including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at all times at least two corporate directors who are not officersone "Independent Director", directors or employees as defined in and as required under the Seller's Certificate of any of its AffiliatesIncorporation; (iii) owning or leasing (including through shared arrangements with Affiliates) pursuant to written leases all office furniture and equipment necessary to operate its business; (iv) not refraining from (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (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 Affiliates, and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the VehiclesAffiliate; (v) other than as provided in the Related Documents, maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (vi) maintaining all of its financial records and books of account separate and apart from those of any other PersonPerson and ensuring that any of the Originator's consolidated financial statements contain appropriate disclosures concerning the Seller's separate existence; (vii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; (viii) maintaining office space separate and apart that is physically segregated from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a separate telephone number separate and apart from that of any of which will be answered only in its Affiliatesname; (ix) accounting for and managing all of its liabilities separately from those of any of its Affiliates; (x) allocating, on an arm's-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (xi) refraining from paying dividends or making distributions, loans or other advances to any of its Affiliates except, in each case, as duly authorized by its board of directors and in accordance with applicable corporation law; (xii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLPthe Seller, the General Partner, National Originator or any other Affiliate of National, the Seller to substantively consolidate NFLP or assets and liabilities of the General Partner Seller with National the assets and liabilities of any such Person or any other Affiliate of Nationalthe Seller; (xiixiii) remaining solvent maintaining adequate capitalization in light of its business and purpose; (xiiixiv) conducting all of its business (whether written or oral) solely in its own name. Each ; (xv) require that its employees, if any, when conducting its business identify themselves as such and not as employees of NFLP and the General Partner acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance any other Affiliate of the initial Series Seller (including, without limitation, by means of Notes addressing providing appropriate employees with business or identification cards identifying such employees as the issue of substantive consolidation as it may relate to National, the General Partner Seller's employees); and NFLP. NFLP and the General Partner hereby agree (xvi) taking all other actions necessary to maintain in place all policies and procedures, and take and continue to take all action, described in the accuracy of the factual assumptions set forth in such opinion letter the legal opinion(s) of King & Spalding, counsel to the Originator and the Seller, issued in connection with the Originator Sale Agreement and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to issues of substantive consolidation and true sale of the Rating Agencies, the Trustee Receivables and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26related property.

Maintenance of Separate Existence. Each To the extent allowable under Generally Accepted Accounting Principles for entities that are part of NFLP consolidated groups, QI covenants and the General Partner will agrees that it shall do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate or partnership existence separate and apart from that of National Owner and Affiliates of National its affiliates including, without limitation, (i) practicing and adhering to corporate or partnership organizational formalities, such as maintaining appropriate corporate or partnership books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Owner, and the case of the General Partner, maintaining at least two corporate directors who are not officers, directors affiliates or employees of any of its Affiliatesunaffiliated entity with respect to Owner; (iii) owning or leasing (including through shared arrangements with Affiliates) observing all office furniture procedures required by its certificate of formation, its operating agreement and equipment necessary to operate the laws of the state of its businessformation; (iv) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) managing its business and affairs by or under the direction of its managers; (vi) ensuring that its board of managers duly authorizes all of its actions; (vii) maintaining at least one manager who is an independent manager; (viii) [intentionally omitted]; (ix) not (A) having or incurring any indebtedness to Owner or its affiliates; (B) guaranteeing or otherwise becoming liable for any obligations of any of Owner or its Affiliates, affiliates; (BC) having obligations guaranteed by any of Owner or its Affiliates, affiliates; (CD) holding itself out as responsible for debts of any of Owner or its Affiliates affiliates or for decisions or actions with respect to the affairs of Owner or its affiliates; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any unaffiliated entity thereof; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its Affiliates affiliates or any unaffiliated entity thereof; (G) induce any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any unaffiliated entity thereof; and (DH) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any Affiliate other than as required by the Related Documents with respect to insurance on the Vehiclesunaffiliated entity thereof; (vx) 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; (vixi) maintaining its financial records and books of account separate and apart from those of any other Person; (viixii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors or Owner, its affiliates or any unaffiliated entity thereof; (xiii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, Persons out of its own fundsfunds pursuant to a shared services agreement; (viiixiv) maintaining office space separate and apart from that of any of Owner and its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) affiliates and a telephone number separate and apart from that of any of Owner and its Affiliatesaffiliates; (ixxv) conducting all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name; (xvi) having separate stationery from Owner, its affiliates or any unaffiliated entity thereof; (xvii) accounting for and managing all of its liabilities separately from those of any of Owner and its Affiliatesaffiliates; (xxviii) allocating, on an arm'sarm’s-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; and otherwise maintaining an arm’s-length relationship with Owner and each of its affiliates; (xixix) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLP, the General Partner, National or any Affiliate of National, Owner to substantively consolidate NFLP Owner with an affiliate or the General Partner with National or any Affiliate of Nationalunaffiliated entity thereof; (xiixx) remaining solvent and assuring adequate capitalization for the business in which it is engaged and (xiiixxi) conducting all of its business (whether written or oral) solely in its own namename so as not to mislead others as to the identity of Owner or its affiliates. Each In addition, the certificate of NFLP formation of QI shall provide that (a) QI shall have at all times at least one manager who is an independent manager (the “Independent Manager”), each of whom is not and never was (i) a stockholder, member, partner, director, manager, officer, employee, affiliate, associate, creditor or independent contractor of any of Owner, URNA or URNW or any of their respective affiliates or associates (excluding, however, any service provided by a person engaged as an “independent” manager or director, as the General Partner acknowledges its receipt case may be) or (ii) any person owning directly or beneficially any outstanding shares of common stock of any of Owner, URNA or URNW or any of their respective affiliates, or a stockholder, director, manager, officer, employee, affiliate, associate, creditor or independent contractor of such beneficial owner or any of such beneficial owner’s affiliates or associates, or (iii) a member of the immediate family of any person described above and (b) QI may not without such Independent Manager’s consent (1) institute proceedings to be adjudicated bankrupt or insolvent, (2) consent to the institution of bankruptcy or insolvency proceedings against it, (3) file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, (4) consent to the appointment of a copy receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of that certain opinion letter issued by MayexQI or a substantial part of its property, Xxowx & Xlatx xxxed (5) make any assignment for the date benefit of issuance creditors, (6) admit in writing its inability to pay its debts generally as they become due or (7) take any corporate action in furtherance of the initial Series of Notes addressing the issue of substantive consolidation as it may relate to National, the General Partner and NFLP. NFLP and the General Partner hereby agree to maintain in place all policies and procedures, and take and continue to take all any such action, described in the factual assumptions set forth in such opinion letter and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to the Rating Agencies, the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26.

Maintenance of Separate Existence. Each of NFLP and the General Partner The Borrower will do all things necessary to maintain its corporate or partnership existence separate and apart from that of National the Seller and all other Affiliates of National the Seller, including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case having a sole manager which is a corporation having a board of the General Partner, maintaining directors at least two corporate directors who are one member of which is not officersan officer, directors director or employees employee of any of its Affiliates; (iii) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (iv) not (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (C) refraining from 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 and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the VehiclesAffiliates; (viv) other than as provided in the Related Documents, maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (viv) maintaining all of its financial records and books of account separate and apart from those of any other PersonPerson and ensuring the Seller's consolidated financial statements relating to the Borrower and its Affiliates on a consolidated basis contain appropriate disclosures concerning the Borrower's separate existence; (vii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; (viii) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a telephone number separate and apart from that of any of its Affiliates; (ixvi) accounting for and managing all of its liabilities separately from those of any of its Affiliates; (x) allocating, on an arm's-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (xivii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLPthe Borrower, the General Partner, National Seller or any other Affiliate of National, the Borrower to substantively consolidate NFLP or assets and liabilities of the General Partner Borrower with National the assets and liabilities of any such Person or any other Affiliate of Nationalthe Borrower; (xiiviii) remaining solvent maintaining adequate capitalization in light of its business and purpose; and (xiiiix) conducting all of its business (whether written or oral) solely in its own name. Each of NFLP and the General Partner acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance of the initial Series of Notes addressing the issue of substantive consolidation as it may relate to National, the General Partner and NFLP. NFLP and the General Partner hereby agree to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to the Rating Agencies, the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26.

Maintenance of Separate Existence. Each of NFLP and the General Partner ARG will do all things necessary to maintain its corporate or partnership existence separate and apart from that of National and Affiliates Republic or any Affiliate of National Republic including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as 55 55 maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at least two corporate directors who are not officers, directors or employees of any of its Affiliates; (iii) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (iviii) not (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (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 and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the VehiclesAffiliate; (viv) 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; (viv) maintaining its financial records and books of account separate and apart from those of any other Person; (viivi) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; (viiivii) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a telephone number separate and apart from that of any of its Affiliates; (ixviii) accounting for and managing all of its liabilities separately from those of any of its Affiliates; (xix) allocating, on an arm's-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (xix) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLPARG, the General Partner, National Republic or any Affiliate of NationalRepublic, to substantively consolidate NFLP ARG with Republic or the General Partner with National or any such Affiliate of NationalRepublic; (xiixi) remaining solvent and (xiiixii) conducting all of its business (whether written or oral) solely in its own name. Each of NFLP and the General Partner ARG acknowledges its receipt of a copy of that those certain opinion letter letters issued by Mayex, Xxowx & Xlatx xxxed the date of issuance of the initial Series of Notes addressing the issue of substantive consolidation as it may relate to NationalRepublic, the General Partner Lessees and NFLP. NFLP ARG and the General Partner characterization of the Operating Leases as "true leases". ARG hereby agree agrees to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter letters and relating to NFLP or the General PartnerARG. On an annual basis, NFLP commencing February 26, 2000, ARG will provide to the Rating Agencies, Agencies and the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26.8.25. 56 56

Maintenance of Separate Existence. Each of NFLP and the General Partner The Borrower will do all things necessary to maintain its corporate or partnership existence as a Nevada corporation separate and apart from that of National and all Affiliates of National the Borrower, including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at least two corporate directors [a] Person who are not officers, directors or employees of any of its Affiliatesis an Independent Director; (iii) owning or leasing (including through shared arrangements with Affiliates) pursuant to written leases all office furniture and equipment necessary to operate its business; (iv) not refraining from (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (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 Affiliates, and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the VehiclesAffiliate; (v) other than as provided in the Related Documents, maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (vi) maintaining all of its financial records and books of account separate and apart from those of any other Person; (vii) compensating all its employees, officers, directors, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, directors, consultants and agents of such Affiliate, out of its own funds; (viii) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a telephone number separate and apart from that of any of its Affiliates; (ix) accounting for and managing all of its liabilities separately from those of any of its Affiliates, including, without limitation, payment directly by the Borrower of all payroll, accounting and other administrative expenses and taxes; (xix) allocating, on an arm's-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (x) refraining from paying dividends or making distributions, loans or other advances to any of its Affiliates more frequently than once during any calendar month and, in each case, as duly authorized by its Directors and in accordance with applicable law; (xi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLP, the General Partner, National Borrower or any other Affiliate of National, the Borrower to substantively consolidate NFLP or the General Partner assets and liabilities of the Borrower with National the assets and liabilities of any such Person or any other Affiliate of Nationalthe Borrower; (xii) remaining solvent maintaining adequate capitalization in light of its business and purpose; and (xiii) conducting all of its business (whether written or oral) solely in its own name. Each of NFLP and the General Partner acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance of the initial Series of Notes addressing the issue of substantive consolidation as it may relate to National, the General Partner and NFLP. NFLP and the General Partner hereby agree to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to the Rating Agencies, the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26.

Maintenance of Separate Existence. Each of NFLP and the General Partner The Borrower will do all things necessary to maintain its corporate or partnership existence separate and apart from that of National OI and all other Affiliates of National OI, including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; , (ii) in the case of the General Partner, maintaining at all times at least two corporate directors who are not officersone "Independent Director", directors or employees as defined in and as required under the Borrower's Certificate of any of its Affiliates; Incorporation, (iii) owning or leasing (including through shared arrangements with Affiliates) pursuant to written leases all office furniture and equipment necessary to operate its business; , (iv) not refraining from (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (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 Affiliates, and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the Vehicles; Affiliate, (v) other than as provided in the Related Documents, maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; , (vi) maintaining all of its financial records and books of account separate and apart from those of any other Person; Person and ensuring that OI's and its Subsidiaries consolidated financial statements contain appropriate disclosures concerning the Borrower's separate existence, (vii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; , (viii) maintaining office space separate and apart that is physically segregated from that of any of its Affiliates (even if such office space is subleased subleases from or is on or near premises occupied by any of its Affiliates) and a separate telephone number separate and apart from that of any of which will be answered only in its Affiliates; name, (ix) accounting for and managing all of its liabilities separately from those of any of its Affiliates; , (x) allocating, on an arm's-length basis, all shared shares corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; , (xi) refraining from paying dividends or making Distributions, loans or other advances to any of its Affiliates except, in each case, as duly authorized by its board of directors and in accordance with applicable corporation law, (xii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLPthe Borrower, the General Partner, National OI or any other Affiliate of National, the Borrower to substantively consolidate NFLP or assets and liabilities of the General Partner Borrower with National the assets and liabilities of any such Person or any other Affiliate of National; (xii) remaining solvent and the Borrower, (xiii) maintaining adequate capitalization in light of its business and purpose and without the need for ongoing capital contributions from OI, (xiv) conducting all of its business (whether written or oral) solely in its own name. Each , (xv) require that its employees, if any, when conducting its business identify themselves as such and not as employees of NFLP and the General Partner acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance any other Affiliate of the initial Series Borrower (including, without limitation, by means of Notes addressing providing appropriate employees with business or identification cards identifying such employees as the issue of substantive consolidation as it may relate to NationalBorrower's employees), the General Partner and NFLP. NFLP and the General Partner hereby agree (xvi) taking all other actions necessary to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to the Rating Agencies, the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26separate legal existence.

Maintenance of Separate Existence. Each of NFLP and the General Partner ARG II will do all things necessary to maintain its corporate or partnership existence separate and apart from that of National and Affiliates ANC or any Affiliate of National ANC including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at least two corporate directors who are not officers, directors or employees of any of its Affiliates; (iii) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (iviii) not (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (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 and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the VehiclesAffiliate; (viv) 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; (viv) maintaining its financial records and books of account separate and apart from those of any other Person; (viivi) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; (viiivii) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a telephone number separate and apart from that of any of its Affiliates; (ixviii) accounting for and managing all of its liabilities separately from those of any of its Affiliates; (xix) allocating, on an arm's-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (xix) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLPARG II, the General Partner, National ANC or any Affiliate of NationalANC, to substantively consolidate NFLP ARG II with ANC or the General Partner with National or any such Affiliate of NationalANC; (xiixi) remaining solvent and solvent, (xiiixii) conducting all of its business (whether written or oral) solely in its own name, (xiii) paying from its funds and assets all obligations and indebtedness incurred by it; (xiv) maintaining a sufficient number of employees for its contemplated business operations; PROVIDED that if no employees are required than there will be no employees, and (xv) correcting any known misunderstanding regarding its separate identity and (xvi) all other actions specified in the Article Tenth of the Certificate of Incorporation of ARG II. Each of NFLP and the General Partner ARG II acknowledges its receipt of a copy of that those certain opinion letter letters issued by MayexWeil, Xxowx Gotshal & Xlatx xxxed Manges LLP dated the date of issuance of the initial Series of Notes addressing axxxxxxing the issue of substantive consolidation as it may relate to NationalANC, the General Partner Group III Lessees and NFLP. NFLP ARG II and the General Partner characterization of the Group III Operating Leases as "true leases". ARG II hereby agree agrees to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter letters and relating to NFLP or the General PartnerARG II. On an annual basis, NFLP commencing May 31, 2003, ARG II will provide to the Rating Agencies, Agencies and the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section SECTION 8.26.

Maintenance of Separate Existence. Each of NFLP and the General Partner The Seller will do all things necessary to maintain its corporate or partnership existence separate and apart from that of National the Originator and all other Affiliates of National the Seller, including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at least two one corporate directors director and one corporate officer who are is not officersan officer, directors director or employees employee of any of its Affiliates; (iii) owning or leasing (including through shared arrangements with Affiliates) pursuant to written leases all office furniture and equipment necessary to operate its business; (iv) not retraining from (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (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 Affiliates, and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the VehiclesAffiliate; (v) other than as provided in the Related Documents, maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (vi) maintaining all of its financial records and books of account separate and apart from those of any other PersonPerson and ensuring that any of .the Originator's consolidated financial statements or other public information for the Seller and its Affiliates on a consolidated basis contain appropriate disclosures concerning the Seller's separate existence; (vii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; (viii) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a separate telephone number separate and apart from that of any of which will be answered only in its Affiliatesname; (ix) accounting for and managing all of its liabilities separately from those of any of its Affiliates, including, without limitation, payment directly by the Seller of all payroll, accounting and other administrative expenses and taxes; (x) allocating, on an arm's-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (xi) refraining from paying dividends or making distributions, loans or other advances to any of its Affiliates more frequently than once during any fiscal quarter and, in each case, as duly authorized by its board of directors and in accordance with applicable corporation law; (xii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLPthe Seller, the General Partner, National originator or any other Affiliate of National, the Seller to substantively consolidate NFLP or the General Partner assets and liabilities of the Seller with National the assets and liabilities of any such Person or any other Affiliate of Nationalthe Seller; (xiixiii) remaining solvent maintaining adequate capitalization in light of its business and purpose; (xiiixiv) conducting all of its business (whether written or oral) solely in its own name. Each of NFLP ; and the General Partner acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance of the initial Series of Notes addressing the issue of substantive consolidation as it may relate to National, the General Partner and NFLP. NFLP and the General Partner hereby agree (xv) taking all other actions necessary to maintain in place all policies and procedures, and take and continue to take all action, described in the accuracy of the factual assumptions set forth in such the legal opinion letter of Dechert Price & Xxxxxx special counsel to the originator and the Seller, issued in connection with the originator Sale Agreement and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to issues of substantive consolidation and true sale of the Rating Agencies, the Trustee Receivables and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26related assets.

Maintenance of Separate Existence. Each of NFLP and the General Partner The Borrower will do all things necessary to maintain its corporate or partnership existence separate and apart from that of National any Seller and all other Affiliates of National any Seller, including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at least two one (1) corporate directors director who are is not officersan officer, directors director or employees employee of any of its AffiliatesAffiliates (other than other bankruptcy remote Subsidiaries of UAC); (iii) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (iv) not (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (C) refraining from 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 and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the VehiclesAffiliates; (viv) other than as provided in the Related Documents, maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (viv) maintaining all of its financial records and books of account separate and apart from those of any other PersonPerson and ensuring UAC's consolidated financial statements relating to the Borrower and its Affiliates on a consolidated basis contain appropriate disclosures concerning the Borrower's separate existence; (vii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; (viii) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a telephone number separate and apart from that of any of its Affiliates; (ixvi) accounting for and managing all of its liabilities separately from those of any of its Affiliates; (x) allocating, on an arm's-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (xivii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLPthe Borrower, the General Partner, National Seller or any other Affiliate of National, the Borrower to substantively consolidate NFLP or assets and liabilities of the General Partner Borrower with National the assets and liabilities of any such Person or any other Affiliate of Nationalthe Borrower; (xiiviii) remaining solvent maintaining adequate capitalization in light of its business and purpose; (xiiiix) conducting all of its business (whether written or oral) solely in its own name. Each ; (x) paying appropriate rent for any premises it leases from any Seller or any of NFLP its Affiliates; and the General Partner acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance of the initial Series of Notes addressing the issue of substantive consolidation as it may relate to National, the General Partner and NFLP. NFLP and the General Partner hereby agree to maintain (xi) compensating in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter and relating to NFLP or the General Partner. On an annual basis, NFLP will provide amount equal to the Rating Agencies, the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with fair market value for any services rendered by any Seller or its obligations under this Section 8.26Affiliates on its behalf.

Maintenance of Separate Existence. Each of NFLP and the General Partner will (i) Fail to do all things necessary to maintain its corporate or partnership existence separate and apart from that of National the Issuer, Transmedia and Affiliates of National any Affiliate thereof, including, without limitation, (i) practicing holding regular meetings of its stockholders and adhering to corporate or partnership formalities, such as its Board of Directors and maintaining appropriate corporate or partnership books and recordsrecords (including a current minute book); (ii) except as required by law or the Transaction Documents, suffer any limitation on the authority of its Board of Directors to conduct itS business and affairs in accordance with the case independent business judgment of the General Partner, maintaining at least two corporate directors who are not officers, their officers and directors or employees authorize or suffer any Person other than its own stockholders to act on itS behalf with respect to matters (other than matters customarily delegated to others under powers of any of its Affiliatesattorney) for which a corporation's own stockholders would customarily be responsible; (iii) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary fail to operate its business; (iv) not (A) guaranteeing maintain or otherwise becoming liable for any obligations cause to be maintained by an agent of any the Seller under the Seller's control physical possession of all its Affiliatesbooks and records, (B) having obligations guaranteed by any maintain capitalization adequate for the conduct of its Affiliatesbusiness, (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 and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the Vehicles; (v) 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; (vi) maintaining its financial records and books of account separate and apart from those of any other Person; (vii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; (viii) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a telephone number separate and apart from that of any of its Affiliates; (ix) accounting for and managing manage all of its liabilities separately from those of any other Person, including payment by it of all payroll, administrative expenses and taxes, if any, from its own assets, (D) segregate and identify separately all of its Affiliates; assets from those of any other Person, (xE) allocatingto the extent any such payments are made, on an arm's-length basispay its directors, all shared corporate or partnership operating servicesemployees, leases and expenses, including, without limitation, those associated with the services of shared consultants stockholders and agents and shared computer and other office equipment and software; for services performed for the Seller or (xiF) refraining maintain separate offices with a separate telephone number from filing or otherwise initiating or supporting those of the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLPIssuer, the General Partner, National Transmedia or any Affiliate of National, to substantively consolidate NFLP the Issuer; or (iv) commingle its funds with those of the General Partner with National Issuer or any Affiliate of National; (xii) remaining solvent and (xiii) conducting all of the Issuer or use its business (whether written or oral) solely in its own name. Each of NFLP and funds for other than the General Partner acknowledges its receipt of a copy of that certain opinion letter issued Seller's uses except as permitted by Mayex, Xxowx & Xlatx xxxed the date of issuance of the initial Series of Notes addressing the issue of substantive consolidation as it may relate to National, the General Partner and NFLP. NFLP and the General Partner hereby agree to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to the Rating Agencies, the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26Agreement.

Maintenance of Separate Existence. Each DTFC will (i) maintain its existence as a corporation validly existing and in good standing under the laws of NFLP the State of Oklahoma and duly qualified as a foreign corporation licensed under the General Partner will laws of each state in which the failure to so qualify would have a Material Adverse Effect on the business and operations of DTFC, (ii) do all things necessary to maintain its corporate or partnership existence separate and apart from that of National DTAG and Affiliates of National DTAG including, without limitation, (iA) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (iiB) in the case of the General Partner, maintaining at least two corporate directors who are not officers, directors or employees of any of its AffiliatesIndependent Directors; (iiiC) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (ivD) not (AI) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (BII) having obligations guaranteed by any of its Affiliates, (CIII) 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 and (DIV) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related CP Program Documents with respect to insurance on the Vehicles; (vE) other than as provided in the Related CP Program Documents, maintaining its deposit and other bank accounts and all of its assets Assets separate from those of any other Person; (viF) maintaining its financial records and books of account separate and apart from those of any other Person; (viiG) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; (viiiH) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a telephone number separate and apart from that of any of its Affiliates; (ixI) accounting for and managing all of its liabilities separately from those of any of its Affiliates; (xJ) allocating, on an arm's-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (xiK) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLPDTFC, the General Partner, National DTAG or any Affiliate of NationalDTAG, to substantively consolidate NFLP or the General Partner DTFC with National DTAG or any Affiliate of NationalAffiliate; (xiiL) remaining solvent and (xiiiM) conducting all of its business (whether written or oral) solely in its own name. Each of NFLP , (iii) maintain in place all policies and procedures relating to DTFC, and take and continue to take all action relating to DTFC, described in the General Partner acknowledges its receipt of a copy of factual assumptions set forth in that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance of the initial Series of Notes Xlatx, xxted March 4, 1998, addressing the issue of substantive consolidation as it may relate to NationalDTAG, RCFC, the General Partner Lessees and NFLP. NFLP and the General Partner hereby agree to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such DTFC (a copy of which opinion letter and relating to NFLP or the General Partner. On an DTFC hereby acknowledges it has received), (iv) on a semi-annual basis, NFLP will provide to the Liquidity Agent and each of the Rating Agencies, the Trustee and the Master Collateral Agent, Agencies an Officer's Certificate of DTFC certifying that it is in compliance with its obligations under clauses (ii) and (iii) of this Section 8.268.1.4 and (v) on an annual basis provide to the Liquidity Agent and each of the Rating Agencies a letter of independent certified public accountants of nationally recognized standing selected by DTFC, addressed to the Liquidity Agent and each of the Rating Agencies, stating whether, in connection with their audit of the consolidated financial statements of DTAG, anything came to their attention that caused them to believe that DTFC failed to comply with the terms, covenants, provisions or conditions of clauses (ii) and (iii) of this Section 8.1.4 insofar as they relate to financial and accounting matters. DTFC will serve as the agent for the Liquidity Agent and the Rating Agencies in coordinating receipt of such letter.

Maintenance of Separate Existence. Each of NFLP and the General Partner ARG will do all things necessary to maintain its corporate or partnership existence separate and apart from that of National and Affiliates Vanguard or any Affiliate of National Vanguard including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at least two corporate directors who are not officers, directors or employees of any of its Affiliates; (iii) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (iviii) not (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (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 and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the VehiclesAffiliate; (viv) 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; (viv) maintaining its financial records and books of account separate and apart from those of any other Person; (viivi) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; (viiivii) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a telephone number separate and apart from that of any of its Affiliates; (ixviii) accounting for and managing all of its liabilities separately from those of any of its Affiliates; (xix) allocating, on an arm'sarm’s-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (xix) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLPARG, the General PartnerVanguard, National Vanguard Holdings or any Affiliate of NationalVanguard Holdings, to substantively consolidate NFLP or the General Partner ARG with National Vanguard, Vanguard Holdings or any Affiliate of NationalVanguard Holdings; (xiixi) remaining solvent and (xiiixii) conducting all of its business (whether written or oral) solely in its own name. Each of NFLP and the General Partner ARG acknowledges its receipt of a copy of that those certain opinion letter letters issued by MayexWeil, Xxowx Gotshal & Xlatx xxxed Xxxxxx LLP dated as of the date of issuance of the initial Series of Notes hereof addressing the issue of substantive consolidation as it may relate to NationalVanguard Holdings, the General Partner Lessees and NFLP. NFLP ARG and the General Partner characterization of the Leases as “true leases”. ARG hereby agree agrees to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter letters and relating to NFLP or the General PartnerARG. On an annual basis, NFLP commencing October 14, 2004, ARG will provide to the Rating Agencies, Agencies and the Trustee and the Master Collateral Agent, an Officer's ’s Certificate certifying that it is in compliance with its obligations under this Section 8.26.

Maintenance of Separate Existence. Each of NFLP and the General Partner The Borrower will do all things necessary to maintain its corporate or partnership existence as a Nevada corporation separate and apart from that of National and all Affiliates of National the Borrower, including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at least two corporate directors Persons who are not officers, directors or employees of any of its AffiliatesIndependent Directors; (iii) owning or leasing (including through shared arrangements with Affiliates) pursuant to written leases all office furniture and equipment necessary to operate its business; (iv) not refraining from (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (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 Affiliates, and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the VehiclesAffiliate; (v) other than as provided in the Related Documents, maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (vi) maintaining all of its financial records and books of account separate and apart from those of any other Person; (vii) compensating all its employees, officers, directors, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, directors, consultants and agents of such Affiliate, out of its own funds; (viii) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a telephone number separate and apart from that of any of its Affiliates; (ix) accounting for and managing all of its liabilities separately from those of any of its Affiliates, including, without limitation, payment directly by the Borrower of all payroll, accounting and other administrative expenses and taxes; (xix) allocating, on an arm's-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (x) refraining from paying dividends or making distributions, loans or other advances to any of its Affiliates more frequently than once during any calendar month and, in each case, as duly authorized by its Directors and in accordance with applicable law; (xi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLP, the General Partner, National Borrower or any other Affiliate of National, the Borrower to substantively consolidate NFLP or the General Partner assets and liabilities of the Borrower with National the assets and liabilities of any such Person or any other Affiliate of Nationalthe Borrower; (xii) remaining solvent maintaining adequate capitalization in light of its business and purpose; and (xiii) conducting all of its business (whether written or oral) solely in its own name. Each of NFLP and the General Partner acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance of the initial Series of Notes addressing the issue of substantive consolidation as it may relate to National, the General Partner and NFLP. NFLP and the General Partner hereby agree to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to the Rating Agencies, the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26.

Maintenance of Separate Existence. Each of NFLP and the General Partner NFC will do all things necessary to maintain its corporate or partnership existence separate and apart from that of National and Affiliates of National including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at least two corporate directors who are not officers, directors or employees of any of its AffiliatesIndependent Directors; (iii) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (iv) not (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (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 and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the Vehicles; (v) 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; (vi) maintaining its financial records and books of account separate and apart from those of any other Person; (vii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; (viii) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a telephone number separate and apart from that of any of its Affiliates; (ix) accounting for and managing all of its liabilities separately from those of any of its Affiliates; (x) allocating, on an arm's-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (xi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLP, the General PartnerNFC, National or any Affiliate of National, to substantively consolidate NFLP or the General Partner NFC with National or any Affiliate of NationalAffiliate; (xii) remaining solvent and (xiii) conducting all of its business (whether written or oral) solely in its own name. Each of NFLP and the General Partner NFC acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance of the initial Series of Notes June 7, 1995 and addressing the issue of substantive consolidation as it may relate to National, the General Partner each Affiliate of National and NFLPNFC. NFLP and the General Partner NFC hereby agree agrees to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to the Rating Agencies, the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26NFC.

Maintenance of Separate Existence. Each To the extent allowable under Generally Accepted Accounting Principles for entities that are part of NFLP consolidated groups, QI covenants and the General Partner will agrees that it shall do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate or partnership existence separate and apart from that of National Owner and Affiliates of National its affiliates including, without limitation, (i) practicing and adhering to corporate or partnership organizational formalities, such as maintaining appropriate corporate or partnership books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Owner, and the case of the General Partner, maintaining at least two corporate directors who are not officers, directors affiliates or employees of any of its Affiliatesunaffiliated entity with respect to Owner; (iii) owning or leasing (including through shared arrangements with Affiliates) observing all office furniture procedures required by its certificate of formation, its operating agreement and equipment necessary to operate the laws of the state of its businessformation; (iv) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; (v) managing its business and affairs by or under the direction of its managers; (vi) ensuring that its board of managers duly authorizes all of its actions; (vii) maintaining at least one manager who is an independent manager; (viii) [intentionally omitted]; (ix) not (A) having or incurring any indebtedness to Owner or its affiliates; (B) guaranteeing or otherwise becoming liable for any obligations of any of Owner or its Affiliates, affiliates; (BC) having obligations guaranteed by any of Owner or its Affiliates, affiliates; (CD) holding itself out as responsible for debts of any of Owner or its Affiliates affiliates or for decisions or actions with respect to the affairs of Owner or its affiliates; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any unaffiliated entity thereof; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its Affiliates affiliates or any unaffiliated entity thereof; (G) induce any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any unaffiliated entity thereof; and (DH) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any Affiliate other than as required by the Related Documents with respect to insurance on the Vehiclesunaffiliated entity thereof; (vx) 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; (vixi) maintaining its financial records and books of account separate and apart from those of any other Person; (viixii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors or Owner, its affiliates or any unaffiliated entity thereof; (xiii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, Persons out of its own fundsfunds pursuant to a shared services agreement; (viiixiv) maintaining office space separate and apart from that of any of Owner and its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) affiliates and a telephone number separate and apart from that of any of Owner and its Affiliatesaffiliates; (ixxv) conducting all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name; (xvi) having separate stationery from Owner, its affiliates or any unaffiliated entity thereof; (xvii) accounting for and managing all of its liabilities separately from those of any of Owner and its Affiliatesaffiliates; (xxviii) allocating, on an arm'sarm’s-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; and otherwise maintaining an arm’s-length relationship with Owner and each of its affiliates; (xixix) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLP, the General Partner, National or any Affiliate of National, Owner to substantively consolidate NFLP Owner with an affiliate or the General Partner with National or any Affiliate of Nationalunaffiliated entity thereof; (xiixx) remaining solvent and assuring adequate capitalization for the business in which it is engaged and (xiiixxi) conducting all of its business (whether written or oral) solely in its own namename so as not to mislead others as to the identity of Owner or its affiliates. Each 18 In addition, the certificate of NFLP formation of QI shall provide that (a) QI shall have at all times at least one manager who is an independent manager (the “Independent Manager”), each of whom is not and never was (i) a stockholder, member, partner, director, manager, officer, employee, affiliate, associate, creditor or independent contractor of any of Owner, URNA or URNW or any of their respective affiliates or associates (excluding, however, any service provided by a person engaged as an “independent” manager or director, as the General Partner acknowledges its receipt case may be) or (ii) any person owning directly or beneficially any outstanding shares of common stock of any of Owner, URNA or URNW or any of their respective affiliates, or a stockholder, director, manager, officer, employee, affiliate, associate, creditor or independent contractor of such beneficial owner or any of such beneficial owner’s affiliates or associates, or (iii) a member of the immediate family of any person described above and (b) QI may not without such Independent Manager’s consent (1) institute proceedings to be adjudicated bankrupt or insolvent, (2) consent to the institution of bankruptcy or insolvency proceedings against it, (3) file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, (4) consent to the appointment of a copy receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of that certain opinion letter issued by MayexQI or a substantial part of its property, Xxowx & Xlatx xxxed (5) make any assignment for the date benefit of issuance creditors, (6) admit in writing its inability to pay its debts generally as they become due or (7) take any corporate action in furtherance of the initial Series of Notes addressing the issue of substantive consolidation as it may relate to National, the General Partner and NFLP. NFLP and the General Partner hereby agree to maintain in place all policies and procedures, and take and continue to take all any such action, described in the factual assumptions set forth in such opinion letter and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to the Rating Agencies, the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26.

Maintenance of Separate Existence. Each of NFLP and the General Partner The Borrower will do all things necessary to maintain its corporate or partnership existence separate and apart from that of National the Originator and all other Affiliates of National the Borrower, including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at least two one corporate directors director and one corporate officer who are is not officersan officer, directors director or employees employee of any of its Affiliates; (iii) owning or leasing (including through shared arrangements with Affiliates) pursuant to written leases all office furniture and equipment necessary to operate its business; (iv) not refraining from (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (BE) having obligations guaranteed by any of its Affiliates, (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 Affiliates, and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the VehiclesAffiliate; (v) other than as provided in the Related Documents, maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (vi) maintaining all of its financial records and books of account separate and apart from those of any other PersonPerson and ensuring that any of the Originator's consolidated financial statements or other public information for the Borrower and its Affiliates on a consolidated basis contain appropriate disclosures concerning the Borrower's separate existence; (vii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; (viii) maintaining office space separate and apart from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a separate telephone number separate and apart from that of any of which will be answered only in its Affiliatesname; (ix) accounting for and managing all of its liabilities separately from those of any of its Affiliates, including, without limitation, payment directly by the Borrower of all payroll, accounting and other administrative expenses and taxes; (x) allocating, on an arm's-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (xi) refraining from paying dividends or making distributions, loans or other advances to any of its Affiliates more frequently-than once during any fiscal quarter and, in each case, as duly authorized by its board of directors and in accordance with applicable corporation law; (xii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLPthe Borrower, the General Partner, National Originator or any other Affiliate of National, the Borrower to substantively consolidate NFLP or the General Partner assets and liabilities of the Borrower with National the assets and liabilities of any such Person or any other Affiliate of Nationalthe Borrower; (xiixiii) remaining solvent maintaining adequate capitalization in light of its business and purpose; (xiiixiv) conducting all of its business (whether written or oral) solely in its own name. Each of NFLP ; and the General Partner acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance of the initial Series of Notes addressing the issue of substantive consolidation as it may relate to National, the General Partner and NFLP. NFLP and the General Partner hereby agree (xv) taking all other actions necessary to maintain in place all policies and procedures, and take and continue to take all action, described in the accuracy of the factual assumptions set forth in such the legal opinion letter of Dechert Price & Xxxxxx special counsel to the Originator and the Borrower, issued in connection with the Originator Sale Agreement and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to issues of substantive consolidation and true sale of the Rating Agencies, the Trustee Receivables and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26related assets.

Maintenance of Separate Existence. Each of NFLP and the General Partner will do Do all things necessary to maintain its corporate or partnership existence separate and apart from that of National each Originator and other Affiliates of National the Seller, including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at least two corporate directors who are not officers, directors or employees of any of its Affiliates; (iii) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (iv) not (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (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 and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the Vehicles; (v) 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; (vi) maintaining its financial proper limited liability company records and books of account separate and apart from those 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 records and books referred to in clause (i) above, and providing for its own operating expenses and liabilities from its own assets and funds (including a reasonable allocation for shared office space); (iii) holding such appropriate meetings or obtaining such appropriate consents of its Board of Managers as are necessary to authorize all the Seller’s actions required by law to be authorized by its Board of Managers, keeping minutes of such meetings and of meetings of its members and observing all other necessary organizational formalities (and any successor Seller 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 Seller’s own name as a legal entity separate and distinct from such Affiliates; (v) conducting all transactions and dealings between the Seller and such Affiliates on an arm’s-length basis; (vi) paying its own debts, liabilities and expenses (including overhead expenses, if any) only out of its own assets as the same shall become due; (vii) refraining from (A) guaranteeing, becoming obligated for or holding itself or its credit out to be responsible for or available to satisfy, the debts or obligations of any other Person; , (viiB) compensating all its employeesacting with the intent to hinder, officers, consultants and agents for services provided to it by such Persons, delay or reimbursing defraud any of its Affiliates creditors in respect violation of services provided to it by employeesapplicable law, officers, consultants and agents of such Affiliate, out (C) acquiring any securities or debt instruments of its own fundsAffiliates or any other Person, and (D) making loans or advances, or transferring its assets, to any Person, except to the extent permitted by the Transaction Documents; (viii) maintaining office space separate and apart from that of any adequate capital in light of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) contemplated business operations; and a telephone number separate and apart from that of any of its Affiliates; (ix) accounting for using separate stationary, invoices and managing all of its liabilities separately from those of any of its Affiliates; (x) allocating, on an arm's-length basis, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (xi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLP, the General Partner, National or any Affiliate of National, to substantively consolidate NFLP or the General Partner with National or any Affiliate of National; (xii) remaining solvent and (xiii) conducting all of its business (whether written or oral) solely in its own name. Each of NFLP and the General Partner acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance of the initial Series of Notes addressing the issue of substantive consolidation as it may relate to National, the General Partner and NFLP. NFLP and the General Partner hereby agree to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letter and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to the Rating Agencies, the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26checks.

Maintenance of Separate Existence. Each of NFLP and the General Partner The Seller will do all things necessary to maintain its corporate or partnership existence separate and apart from that of National the Originators and all other Affiliates of National the Seller, including, without limitation, (i) practicing and adhering to corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) in the case of the General Partner, maintaining at all times at least two corporate directors who are not officersone "Independent Director", directors or employees as defined in and as required under the Seller's Certificate of any of its AffiliatesIncorporation; (iii) owning or leasing pursuant to written leases (including through shared arrangements with Affiliatesthe Administrative Services and Lease Agreement) all office furniture and equipment necessary to operate its business; (iv) not refraining from (A) guaranteeing or otherwise becoming liable for any obligations of any of its Affiliates, (B) having obligations guaranteed by any of its Affiliates, (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 Affiliates, and (D) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of any Affiliate other than as required by the Related Documents with respect to insurance on the VehiclesAffiliate; (v) other than as provided in the Related Documents, maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (vi) maintaining all of its financial records and books of account separate and apart from those of any other PersonPerson and ensuring that any of the Originators' consolidated financial statements contain appropriate disclosures concerning the Seller's separate existence; (vii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons, or reimbursing any of its Affiliates in respect of services provided to it by employees, officers, consultants and agents of such Affiliate, out of its own funds; (viii) maintaining office space separate and apart that is physically segregated from that of any of its Affiliates (even if such office space is subleased from or is on or near premises occupied by any of its Affiliates) and a separate telephone number separate and apart from that of any of which will be answered only in its Affiliatesname; (ix) accounting for and managing all of its liabilities separately from those of any of its Affiliates; (x) allocating, on an arm's-length basisbasis pursuant to the Administrative Services and Lease Agreement, all shared corporate or partnership operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; (xi) refraining from paying dividends or making distributions, loans or other advances to any of its Affiliates except, in each case, as duly authorized by its board of directors and in accordance with applicable corporation law; (xii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving NFLPthe Seller, the General Partner, National any Originator or any other Affiliate of National, the Seller to substantively consolidate NFLP or assets and liabilities of the General Partner Seller with National the assets and liabilities of any such Person or any other Affiliate of Nationalthe Seller; (xiixiii) remaining solvent maintaining adequate capitalization in light of its business and purpose and without the need for ongoing capital contributions from OutSource International; (xiiixiv) conducting all of its business (whether written or oral) solely in its own name. Each ; (xv) require that its employees, if any, when conducting its business identify themselves as such and not as employees of NFLP and the General Partner acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance any other Affiliate of the initial Series Seller (including, without limitation, by means of Notes addressing providing appropriate employees with business or identification cards identifying such employees as the issue of substantive consolidation as it may relate to National, the General Partner Seller's employees); and NFLP. NFLP and the General Partner hereby agree (xvi) taking all other actions necessary to maintain in place all policies and procedures, and take and continue to take all action, described in the accuracy of the factual assumptions set forth in such opinion letter the legal opinion(s) of Xxxxxx & Xxxxx, counsel to the Originators and the Seller, issued in connection with the Originator Sale Agreement and relating to NFLP or the General Partner. On an annual basis, NFLP will provide to issues of substantive consolidation and true sale of the Rating Agencies, the Trustee Receivables and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its obligations under this Section 8.26related property.