Common use of Maintenance of Separate Existence Clause in Contracts

Maintenance of Separate Existence. The QI covenants and agrees that it shall do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that of Owner and its affiliates including, without limitation, (i) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Owner; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliates) all office furniture and equipment necessary to operate its business; (ix) not (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or its affiliates or any other Person; (C) having obligations guaranteed by Owner or its affiliates or any other Person; (D) holding itself out as responsible for debts of Owner or its affiliates or any other Person or for decisions or actions with respect to the affairs of Owner or its affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (H) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; (x) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (xi) maintaining its financial records separate and apart from those of any other Person; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds; (xiv) maintaining office space separate and apart from that of Owner, its affiliates and any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Person; (xv) 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 other Person; (xvii) accounting for and managing all of its liabilities separately from those of Owner, its affiliates and any other Person; (xviii) allocating, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; (xix) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner to substantively consolidate Owner with an affiliate or any other Person; (xx) remaining solvent and assuring adequate capitalization for the business in which it is engaged; (xxi) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of Owner or its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Director.

Maintenance of Separate Existence. The QI covenants Each of the Issuer and agrees that it shall the General Partner will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate limited partnership or limited liability company existence separate and apart from that of Owner Vanguard Holdings and its affiliates Affiliates of Vanguard Holdings including, without limitation, (i) practicing and adhering to organizational limited partnership or limited liability company formalities, such as maintaining appropriate books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Owner; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliatesAffiliates) all office furniture and equipment necessary to operate its business; (ixiii) not (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (CB) having obligations guaranteed by Owner or any of its affiliates or any other Person; Affiliates, (DC) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; Affiliates and (HD) 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 Personthan as required by the Related Documents with respect to insurance on the Vehicles; (xiv) 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; (xiv) maintaining its financial records and books of account separate and apart from those of any other Person; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivi) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; (xivvii) maintaining office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person of its Affiliates) and a telephone number separate and apart from that of Owner, any of its affiliates and any other PersonAffiliates; (xv) 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 other Person; (xviiviii) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates and any other PersonAffiliates; (xviiiix) allocating, on an arm’s-length basis, all shared corporate corporate, limited partnership or limited liability company operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; (xixx) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner the Issuer, the General Partner, Vanguard, Vanguard Holdings or any Affiliate of Vanguard Holdings, to substantively consolidate Owner the Issuer or the General Partner with an affiliate Vanguard, Vanguard Holdings or any other PersonAffiliate of Vanguard Holdings; (xxxi) remaining solvent and assuring adequate capitalization for the business in which it is engaged; (xxixii) conducting all of its business (whether written or oral) solely in its own name so name. Each of the Issuer and the General Partner acknowledges its receipt of a copy of those certain opinion letters issued by Weil, Gotshal & Xxxxxx LLP dated the date of issuance of the initial Series of Notes addressing the issue of substantive consolidation as not it may relate to mislead others Vanguard, Vanguard Holdings, the General Partner and the Issuer and the characterization of the Lease as a “true lease”. 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 letters and relating to the identity of Owner Issuer or the General Partner. On an annual basis, commencing on October 31, 2005, the Issuer 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 affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Directorobligations under this Section 8.26.

Maintenance of Separate Existence. The QI covenants Each of NFLP and agrees that it shall the General Partner will 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 Owner National and its affiliates Affiliates of National including, without limitation, (i) practicing and adhering to organizational corporate or partnership formalities, such as maintaining appropriate corporate or partnership books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Ownerthe case of the General Partner, and the affiliates maintaining at least two corporate directors who are not officers, directors or employees of any unaffiliated entity with respect to Ownerof its Affiliates; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliatesAffiliates) all office furniture and equipment necessary to operate its business; (ixiv) not (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (CB) having obligations guaranteed by Owner or any of its affiliates or any other Person; Affiliates, (DC) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; Affiliates and (HD) 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 Personthan as required by the Related Documents with respect to insurance on the Vehicles; (xv) 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; (xivi) maintaining its financial records and books of account separate and apart from those of any other Person; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; (xivviii) maintaining office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person of its Affiliates) and a telephone number separate and apart from that of Owner, any of its affiliates and any other PersonAffiliates; (xv) 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 other Person; (xviiix) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates and any other PersonAffiliates; (xviiix) allocating, on an arm’sarm's-length basis, all shared corporate or partnership operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; (xixxi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner NFLP, the General Partner, National or any Affiliate of National, to substantively consolidate Owner NFLP or the General Partner with an affiliate National or any other PersonAffiliate of National; (xxxii) remaining solvent and assuring adequate capitalization for the business in which it is engaged; (xxixiii) conducting all of its business (whether written or oral) solely in its own name so 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 not it may relate to mislead others as 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 identity of Owner or Rating Agencies, the Trustee and the Master Collateral Agent, an Officer's Certificate certifying that it is in compliance with its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Directorobligations under this Section 8.26.

Maintenance of Separate Existence. The QI covenants and agrees that it shall Borrower will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence as a Nebraska corporation separate and apart from that all Affiliates of Owner and its affiliates the Borrower, including, without limitation, (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Ownermaintaining two Persons who are Independent Directors; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliates) pursuant to written leases all office furniture and equipment necessary to operate its business; (ixiv) not refraining from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (CB) having obligations guaranteed by Owner or its affiliates or any other Person; Affiliates, (DC) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integratedAffiliates, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other PersonAffiliate; (xv) maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (xivi) maintaining all of its financial records separate and apart from those of any other Person; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivii) compensating all its employees, officers, directors, consultants and agents for services provided to it by such Persons 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; (xiv) maintaining office space separate and apart from that of Owner, its affiliates and any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Person; (xv) 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 other Person; (xviiviii) accounting for and managing all of its liabilities separately from those of Ownerany of its Affiliates, its affiliates including, without limitation, payment directly by the Borrower of all payroll, accounting and any other Personadministrative expenses and taxes; (xviiiix) allocating, on an arm’sarm's-length basis, all shared corporate operating services, leases and expenses, including 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 otherwise maintaining an arm’s-length relationship in accordance with each of Owner, its affiliates and any other Personapplicable law; (xixxi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner the Borrower or any other Affiliate of the Borrower to substantively consolidate Owner the assets and liabilities of the Borrower with an affiliate the assets and liabilities of any such Person or any other PersonAffiliate of the Borrower; (xxxii) remaining solvent and assuring maintaining adequate capitalization for the in light of its business in which it is engagedand purpose; and (xxixiii) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of Owner or its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Directorname.

Maintenance of Separate Existence. The QI covenants and agrees that it shall Borrower will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that the Seller and all other Affiliates of Owner and its affiliates the Seller, including, without limitation, (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate corporate books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Ownerhaving a sole manager which is a corporation having a board of directors at least one member of which is not an officer, and the affiliates director or employee of any unaffiliated entity with respect to Ownerof its Affiliates; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliates) all office furniture and equipment necessary to operate its business; (ix) not (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or its affiliates or any other Person; (C) having obligations guaranteed by Owner or its affiliates or any other Person; (D) refraining from holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other PersonAffiliates; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (H) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; (xiv) maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (xiv) maintaining all of its financial records 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; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds; (xiv) maintaining office space separate and apart from that of Owner, its affiliates and any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Person; (xv) 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 other Person; (xviivi) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates and any other PersonAffiliates; (xviii) allocating, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; (xixvii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner the Borrower, the Seller or any other Affiliate of the Borrower to substantively consolidate Owner assets and liabilities of the Borrower with an affiliate the assets and liabilities of any such Person or any other PersonAffiliate of the Borrower; (xxviii) remaining solvent and assuring maintaining adequate capitalization for the in light of its business in which it is engagedand purpose; and (xxiix) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of Owner or its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Directorname.

Maintenance of Separate Existence. The QI covenants and agrees that it shall Seller will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that the Originator and all other Affiliates of Owner and its affiliates the Seller, including, without limitation, (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate corporate books and records; (ii) observing maintaining at all organizational formalities times at least one "Independent Director", as defined in connection with all dealings between itself and Owner, and as required under the affiliates or any unaffiliated entity with respect to OwnerSeller's Certificate of Incorporation; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliates) pursuant to written leases all office furniture and equipment necessary to operate its business; (ixiv) not refraining from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (CB) having obligations guaranteed by Owner or its affiliates or any other Person; Affiliates, (DC) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integratedAffiliates, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other PersonAffiliate; (xv) maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (xivi) maintaining all of its financial records 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; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; (xivviii) maintaining office space separate and apart that is physically segregated from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person of its Affiliates) and a separate telephone number separate and apart from that of Owner, its affiliates and any other Person; (xv) conducting all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely which will be answered only in its own name; (xvi) having separate stationery from Owner, its affiliates or any other Person; (xviiix) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates and any other PersonAffiliates; (xviiix) allocating, on an arm’sarm's-length basis, all shared corporate operating services, leases and expenses, including 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 otherwise maintaining an arm’s-length relationship in accordance with each of Owner, its affiliates and any other Personapplicable corporation law; (xixxii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner the Seller, the Originator or any other Affiliate of the Seller to substantively consolidate Owner assets and liabilities of the Seller with an affiliate the assets and liabilities of any such Person or any other PersonAffiliate of the Seller; (xxxiii) remaining solvent and assuring maintaining adequate capitalization for the in light of its business in which it is engagedand purpose; (xxixiv) conducting all of its business (whether written or oral) solely in its own name so name; (xv) require that its employees, if any, when conducting its business identify themselves as such and not to mislead others as to employees of any other Affiliate of the identity Seller (including, without limitation, by means of Owner providing appropriate employees with business or its affiliatesidentification cards identifying such employees as the Seller's employees); and (xxiixvi) not taking any Material Action without all other actions necessary to maintain the affirmative vote accuracy of its Independent Directorthe factual assumptions set forth in 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 the issues of substantive consolidation and true sale of the Receivables and the related property.

Maintenance of Separate Existence. The QI covenants and agrees that it shall Lessor will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate limited liability company existence separate and apart from that of Owner each Investor, Affiliates of each Investor and its affiliates any other Person, including, without limitation, , (i) practicing and adhering to organizational limited liability company formalities, such as maintaining appropriate limited liability company books and records; ; (ii) observing all organizational formalities in connection complying with all dealings between itself Sections 7 and Owner, and 9(b) of the affiliates or any unaffiliated entity with respect to Owner; Lessor Limited Liability Company Agreement; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliatesAffiliates) all office furniture and equipment necessary to operate its business; ; (ixiv) not refraining from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; (C) having obligations guaranteed by Owner or its affiliates or any other Person; (D) holding itself out as responsible for debts of Owner or its affiliates Affiliates or any other Person or for decisions or actions with other than in respect to the affairs of Owner or Ground Lessee, (B) having its affiliates obligations guaranteed by its Affiliates or any other Person; Person other than in respect of (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (H) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; (xv) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; ; (xivi) maintaining its financial records separate and apart from those of any other Person; ; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; ; (xivviii) maintaining any owned or leased office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Person; Affiliates); (xv) 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 other Person; (xviiix) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates Affiliates and any other Person; , including, without limitation, payment directly by Lessor of all payroll, accounting and other administrative expenses and taxes; (xviiix) allocating, on an arm’sarm's-length basis, all shared corporate limited liability company operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; ; (xixxi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner the Lessor's Member, any Investor, any Affiliate of it or any Investor or any other Person to substantively consolidate Owner it with an affiliate the Lessor's Member, any Investor, any Affiliate of it or any Investor or any other Person; ; (xxxii) remaining solvent and assuring adequate capitalization for the business in which it is engaged; solvent; (xxixiii) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity name; (xiv) refraining from commingling its assets with those of Owner or its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Director.Affiliates or any other Person; (xv) maintaining an arm's-length relationship with all of its Affiliates other than in respect of Ground Lessee; (xvi) refraining from acquiring obligations or securities of any Investor or any Affiliate of it or any Investor other than in respect of Ground Lessee;

Maintenance of Separate Existence. The QI covenants and agrees that it shall Lessor will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate trust existence separate and apart from that of Owner each Investor, Affiliates of each Investor, Lessee and its affiliates any other Person, including, without limitation, : (i) practicing and adhering to organizational trust formalities, such as maintaining appropriate books and records; ; (ii) observing all organizational formalities in connection with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Owner; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliatesAffiliates) all office furniture and equipment necessary to operate its business; ; (ixiii) not refraining from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates Affiliates or any other Person; , (CB) having its obligations guaranteed by Owner or its affiliates Affiliates or any other Person; Person (Dexcept as otherwise contemplated by the Operative Agreements), (C) holding itself out as responsible for debts of Owner or any of its affiliates Affiliates or any other Person or for decisions or actions with respect to the affairs of Owner or any of its affiliates Affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; Affiliate; (xiv) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; ; (xiv) maintaining its financial records separate and apart from those of any other Person; ; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivi) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; ; (xivvii) maintaining any owned or leased office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Person; Affiliates); (xv) 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 other Person; (xviiviii) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates Affiliates and any other Person; , including, without limitation, payment directly by the Lessor of all accounting and other administrative expenses and taxes; (xviiiix) allocating, on an arm’sarm's-length basis, all shared corporate Trust operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; ; (xixx) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner it, Lessor, any Investor, any Affiliate of it, Lessor or any Investor or any other Person to substantively consolidate Owner it with an affiliate Lessor, any Investor, any Affiliate of it, Lessor or any Investor or any other Person; ; (xxxi) remaining solvent and assuring adequate capitalization for the business in which it is engaged; solvent; (xxixii) conducting all of its business (whether written or oral) solely in its own name so name; (xiii) refraining from commingling its assets with those of any of its Affiliates or any other Person; (xiv) maintaining an arm's-length relationship with all of its Affiliates; (xv) refraining from acquiring obligations or securities of any Investor or any Affiliate of it or any Investor; (xvi) refraining from pledging its assets for the benefit of any of its Affiliates or any other Person or making any loans or advances to any of its Affiliates or any other Person (in each case, except as not to mislead others as otherwise permitted pursuant to the identity Operating Documents); and (xvii) correcting any known misunderstanding regarding its separate identity. For purposes of Owner or its affiliates; and (xxii) not taking any Material Action without this Section 9.1(q), each Investor shall be deemed to be an Affiliate of the affirmative vote of its Independent DirectorLessor.

Maintenance of Separate Existence. The QI covenants and agrees that it shall (i) Fail to do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that of Owner the Issuer, Transmedia and its affiliates any Affiliate thereof, including, without limitation, (i) practicing holding regular meetings of its stockholders and adhering to organizational formalities, such as its Board of Directors and maintaining appropriate books and recordsrecords (including a current minute book); (ii) observing all organizational formalities 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 connection accordance with all dealings between itself the independent business judgment of their officers and Owner, and the affiliates directors or authorize or suffer any unaffiliated entity Person other than its own stockholders to act on itS behalf with respect to Ownermatters (other than matters customarily delegated to others under powers of attorney) for which a corporation's own stockholders would customarily be responsible; (iii) observing all procedures required fail to (A) maintain or cause to be maintained by its certificate of incorporation, its by-laws and the laws an agent of the state Seller under the Seller's control physical possession of all its incorporation; books and records, (ivB) acting solely in its name and through its duly authorized officers or agents in maintain capitalization adequate for the conduct of its businesses; (v) managing its business and affairs by or under the direction of its board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliates) all office furniture and equipment necessary to operate its business; (ix) not (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or its affiliates or any other Person; , (C) having obligations guaranteed by Owner or account for and manage all its affiliates or any other Person; (D) holding itself out as responsible for debts of Owner or its affiliates or any other Person or for decisions or actions with respect to the affairs of Owner or its affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (H) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; (x) maintaining its deposit and other bank accounts and all of its assets separate 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, (xiD) maintaining segregate and identify separately all of its financial records separate and apart assets from those of any other Person; , (xiiE) not suggesting in to the extent any waysuch payments are made, within pay its financial statementsdirectors, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiii) compensating all its employees, officers, consultants stockholders and agents for services provided to it by such Persons out of its own funds; performed for the Seller or (xivF) maintaining office space maintain separate and apart from that of Owner, its affiliates and any other Person and offices with a separate telephone number separate and apart from that of Owner, its affiliates and any other Person; (xv) 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 other Person; (xvii) accounting for and managing all of its liabilities separately from those of Ownerthe Issuer, its affiliates and any other Person; (xviii) allocating, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; (xix) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner to substantively consolidate Owner with an affiliate Transmedia or any Affiliate of the Issuer; or (iv) commingle its funds with those of the Issuer or any Affiliate of the Issuer or use its funds for other Person; (xx) remaining solvent and assuring adequate capitalization for than the business in which it is engaged; (xxi) conducting all of its business (whether written or oral) solely in its own name so Seller's uses except as not to mislead others as to the identity of Owner or its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Directorpermitted by this Agreement.

Maintenance of Separate Existence. The QI covenants and agrees that it shall Borrower will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence as a Nevada corporation separate and apart from that all Affiliates of Owner and its affiliates the Borrower, including, without limitation, (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Ownermaintaining [a] Person who is an Independent Director; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliates) pursuant to written leases all office furniture and equipment necessary to operate its business; (ixiv) not refraining from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (CB) having obligations guaranteed by Owner or its affiliates or any other Person; Affiliates, (DC) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integratedAffiliates, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other PersonAffiliate; (xv) maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (xivi) maintaining all of its financial records separate and apart from those of any other Person; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivii) compensating all its employees, officers, directors, consultants and agents for services provided to it by such Persons 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; (xiv) maintaining office space separate and apart from that of Owner, its affiliates and any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Person; (xv) 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 other Person; (xviiviii) accounting for and managing all of its liabilities separately from those of Ownerany of its Affiliates, its affiliates including, without limitation, payment directly by the Borrower of all payroll, accounting and any other Personadministrative expenses and taxes; (xviiiix) allocating, on an arm’sarm's-length basis, all shared corporate operating services, leases and expenses, including 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 otherwise maintaining an arm’s-length relationship in accordance with each of Owner, its affiliates and any other Personapplicable law; (xixxi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner the Borrower or any other Affiliate of the Borrower to substantively consolidate Owner the assets and liabilities of the Borrower with an affiliate the assets and liabilities of any such Person or any other PersonAffiliate of the Borrower; (xxxii) remaining solvent and assuring maintaining adequate capitalization for the in light of its business in which it is engagedand purpose; and (xxixiii) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of Owner or its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Directorname.

Maintenance of Separate Existence. The QI covenants and agrees that it shall Seller will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that the Originator and all other Affiliates of Owner and its affiliates the Seller, including, without limitation, (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate corporate books and records; (ii) observing all organizational formalities in connection with all dealings between itself maintaining at least one corporate director and Ownerone corporate officer who is not an officer, and the affiliates director or employee of any unaffiliated entity with respect to Ownerof its Affiliates; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliates) pursuant to written leases all office furniture and equipment necessary to operate its business; (ixiv) not retraining from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (CB) having obligations guaranteed by Owner or its affiliates or any other Person; Affiliates, (DC) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integratedAffiliates, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other PersonAffiliate; (xv) maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (xivi) maintaining all of its financial records 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; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; (xivviii) maintaining office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person of its Affiliates) and a separate telephone number separate and apart from that of Owner, its affiliates and any other Person; (xv) conducting all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely which will be answered only in its own name; (xvi) having separate stationery from Owner, its affiliates or any other Person; (xviiix) accounting for and managing all of its liabilities separately from those of Ownerany of its Affiliates, its affiliates including, without limitation, payment directly by the Seller of all payroll, accounting and any other Personadministrative expenses and taxes; (xviiix) allocating, on an arm’sarm's-length basis, all shared corporate operating services, leases and expenses, including 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 otherwise maintaining an arm’s-length relationship in accordance with each of Owner, its affiliates and any other Personapplicable corporation law; (xixxii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner the Seller, the originator or any other Affiliate of the Seller to substantively consolidate Owner the assets and liabilities of the Seller with an affiliate the assets and liabilities of any such Person or any other PersonAffiliate of the Seller; (xxxiii) remaining solvent and assuring maintaining adequate capitalization for the in light of its business in which it is engagedand purpose; (xxixiv) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of Owner or its affiliatesname; and (xxiixv) not taking any Material Action without all other actions necessary to maintain the affirmative vote accuracy of its Independent Directorthe factual assumptions set forth in the legal opinion of Dechert Price & Xxxxxx special counsel to the originator and the Seller, issued in connection with the originator Sale Agreement and relating to the issues of substantive consolidation and true sale of the Receivables and related assets.

Maintenance of Separate Existence. The QI covenants and agrees that it shall Issuer will do all things necessary to continue to be readily distinguishable from Owner the Seller and its affiliates any Affiliate of the Seller and maintain its corporate existence separate and apart from that of Owner the Seller and its affiliates includingany Affiliate of the Seller. Without limiting the foregoing, without limitation, the Issuer shall at all times: (i) practicing practice and adhering adhere to organizational formalities, such as maintaining appropriate books books, records and records; accounts separate from those of any other Person; (ii) observing observe all organizational formalities in connection with all dealings between itself and Owner, any of its members and the affiliates any Affiliate of any thereof or any unaffiliated entity with respect to Owner; entity; (iii) observing observe all procedures required by its certificate of incorporation, formation and its by-laws operating agreement and the laws of the state of its incorporation; Delaware Limited Liability Company Act; (iv) acting act solely in its name and through its duly authorized officers or agents in the conduct of its businesses; ; (v) managing manage its business and affairs by or under the direction of its board Board of directors; Managers; (vi) ensuring ensure that its board Board of directors Managers duly authorizes all of its actions; ; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning own or leasing lease (including through shared arrangements with affiliatesits Affiliates) all office furniture and equipment necessary to operate operation its business; ; (viii) maintain at least one member of its Board of Managers who is an Independent Manager; (ix) not (A) having have or incurring incur any indebtedness to Owner or any of its affiliates members or any Affiliate of any of its members (other Personthan the Subordinated Note); (B) guaranteeing guarantee or otherwise becoming become liable for any obligations of Owner or any of its affiliates members or any other PersonAffiliate of any thereof; (C) having have obligations guaranteed by Owner or any of its affiliates members or any other PersonAffiliate of any thereof; (D) holding hold itself out as responsible for debts of Owner or any of its affiliates members or any other Person Affiliates of any thereof or for decisions or actions with respect to the affairs of Owner or any of its affiliates members or any other PersonAffiliate of any thereof; (E) operating operate or purporting purport to operate as an integrated, single economic unit with respect to Owner, any of its affiliates members or any other PersonAffiliate of any thereof or any unaffiliated entity; (F) seeking seek to obtain credit or incur any obligation to any third party based upon the assets of Owner, any of its affiliates members or any other PersonAffiliate of any thereof or any unaffiliated entity; (G) inducing induce any such third party to reasonably rely on the creditworthiness of Owner, any of its affiliates members or any other Person; and Affiliate of any thereof or any unaffiliated entity or (H) being be directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, any of its affiliates members or any other Person; Affiliate of any thereof; (x) maintaining other than as provided in the Transaction Documents, maintain its deposit and other bank accounts and all of its assets separate from those of any other Person; ; (xi) maintaining maintain its financial records separate and apart from those of any other Person; ; (xii) not suggesting suggest in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, any of its affiliates members or any other Person; Affiliate of any thereof or any unaffiliated entity; (xiii) compensating compensate all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds; funds or reimbursing any of its Affiliates in respect of amounts paid by such Affiliates for such services; (xiv) maintaining maintain office space separate and apart from that of Owner, any of its affiliates and members or any other Person Affiliate or any thereof (even if such office space is subleased from or is on or near premises occupied by any of its members or an Affiliate of any thereof) and a telephone number separate and apart from that of Owner, any of its affiliates and members or any other Person; Affiliate of any thereof; (xv) conducting conduct all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name; ; (xvi) having have separate stationery stationery, invoices and checks from Ownerany of its members, its affiliates any Affiliate of any thereof or any other Person; unaffiliated entity; (xvii) accounting account for and managing manage all of its liabilities separately from those of Owner, any of its affiliates members or any Affiliate of any thereof and any other Person; pay its own liabilities out of its own funds; (xviii) allocatingallocate, on an arm’s-arm's length basis, all shared corporate operating services, leases and expenses, including 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-arm's length relationship with each any of Ownerits members, its affiliates any Affiliate of any thereof and any other Person; unaffiliated entity; (xix) refraining refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner any of its members or any Affiliate of any thereof to substantively consolidate Owner any of its members or any Affiliate of any thereof with an affiliate the Issuer; (xx) remain solvent; (xxi) not commingle its property with the property of any of its members or any other Person; (xx) remaining solvent and assuring adequate capitalization for the business in which it is engaged; (xxi) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of Owner or its affiliates; and ; (xxii) not taking any Material Action without prepare separate financial statements, prepared in accordance with GAAP and susceptible to audit, or in the affirmative vote event the Issuer's financial statements are consolidated with those of another entity, note on such financial statements the separate existence and obligations of the Issuer; (xxiii) maintain a sufficient number of employees in light of its Independent Directorcontemplated business operations; (xxiv) not acquire obligations or securities of any of its members ; (xxv) hold itself out as a separate entity and correct any known misunderstanding regarding its separate identity; (xxvi) maintain adequate capital in light of its contemplated business operations; and (xxvii) conduct no other business other than in connection with the transactions contemplated by the Transaction Documents and enter into no other agreements other than as contemplated by the Transaction Documents.

Maintenance of Separate Existence. The QI covenants and agrees that it shall do all things necessary to continue to be readily distinguishable from Owner and its affiliates and To maintain its corporate existence separate and apart from that of Owner DTAG and its affiliates includingany other Affiliates of DTAG, without limitation, RCFC will: (ia) practicing practice and adhering adhere to organizational corporate formalities, such as maintaining appropriate corporate books and records; ; (iib) observing all organizational formalities in connection with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Owner; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining maintain at least one corporate director who is not an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote officer, director or employee of any of its Independent Director; Affiliates; (viiic) owning own or leasing lease (including through shared arrangements with affiliatesAffiliates) all office furniture and equipment necessary to operate its business; ; (ixd) not refrain from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (Bi) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (Cii) having its obligations guaranteed by Owner or its affiliates or any other Person; Affiliates, (Diii) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integratedAffiliates, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (Hiv) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Ownerany Affiliate, its affiliates or except to the extent that any other Person; amounts paid as premiums on said insurance policy are directly attributable to RCFC; (xe) maintaining maintain its deposit and other bank accounts and all of its assets Assets (other than certain Assets constituting Master Collateral and being paid into the Master Collateral Account) separate from those of any other Person; Person other than the Trustee, the Paying Agent and the Master Collateral Agent; (xif) maintaining maintain its financial records and books of account separate and apart from those of any other Person; ; (xiig) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiii) compensating compensate all its employees, officers, consultants and agents for services provided to it by such Persons Persons, or reimburse 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; ; (xivh) maintaining maintain office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person of its Affiliates) and a separate telephone number separate and apart from that of Owner, its affiliates and any other Person; number; (xvi) 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 other Person; (xvii) accounting account for and managing manage all of its liabilities separately from those of Ownerany of its Affiliates, its affiliates including, without limitation, payment by RCFC of all payroll, accounting and any other Person; administrative expenses and taxes; (xviiij) allocatingallocate, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; ; (xixk) refraining refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner RCFC or DTAG, or any Affiliate of RCFC or DTAG to substantively consolidate Owner RCFC with an affiliate DTAG or any other PersonAffiliate of RCFC or DTAG; and (xxl) remaining solvent and assuring adequate capitalization for the business in which it is engaged; (xxi) conducting conduct all of its business (whether written or oral) solely in its own name so name. RCFC acknowledges its receipt of a copy of all opinion letters issued by its counsel dated the date of issuance of each outstanding Series of Notes and addressing the issue of substantive consolidation as not it may relate to mislead others as RCFC and the Lessees and their Affiliates. RCFC hereby 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 each such opinion letter and relating to RCFC; provided, however, that RCFC may cease to maintain any policy or procedure if and to the identity extent that RCFC delivers to the Trustee an Opinion of Owner Counsel providing that such policy or its affiliates; and (xxii) not taking any Material Action without procedure is no longer necessary, due to a change in law or otherwise, for the affirmative vote rendering of its Independent Directorsuch earlier opinion relating to the issue of substantive consolidation.

Maintenance of Separate Existence. The QI covenants and agrees that it shall do all things necessary to continue to be readily distinguishable from Owner and its affiliates and To maintain its corporate existence separate and apart from that of Owner Thrifty and its affiliates includingany other Affiliates of Thrifty, without limitation, Thrifty Finance will: (ia) practicing practice and adhering adhere to organizational corporate formalities, such as maintaining appropriate corporate books and records; ; (iib) observing all organizational formalities in connection with all dealings between itself and Ownermaintain at least two corporate directors who are not officers, and the affiliates directors or employees of any unaffiliated entity with respect to Owner; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; Affiliates; (ivc) acting solely in its name and through its duly authorized officers own or agents in the conduct of its businesses; (v) managing its business and affairs by or under the direction of its board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing lease (including through shared arrangements with affiliatesAffiliates) all office furniture and equipment necessary to operate its business; ; (ixd) not refrain from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (Bi) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (Cii) having its obligations guaranteed by Owner or its affiliates or any Affiliates (other Person; than the limited guarantee provided by Chrysler with respect to the security interest of the Master Collateral Agent in the Existing Fleet), (Diii) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integratedAffiliates, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (Hiv) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Ownerany Affiliate, its affiliates or except to the extent that any other Person; amounts paid as premiums on said insurance policy are directly attributable to Thrifty Finance; (xe) maintaining maintain its deposit and other bank accounts and all of its assets (other than any such assets constituting Master Collateral) separate from those of any other Person; Person other than the Trustee, the Paying Agent and the Master Collateral Agent; (xif) maintaining maintain its financial records and books of account separate and apart from those of any other Person; ; (xiig) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiii) compensating compensate all its employees, officers, consultants and agents for services provided to it by such Persons Persons, or reimburse 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; ; (xivh) maintaining maintain office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person of its Affiliates) and a separate telephone number separate and apart from that of Owner, its affiliates and any other Person; number; (xvi) 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 other Person; (xvii) accounting account for and managing manage all of its liabilities separately from those of Ownerany of its Affiliates, its affiliates including, without limitation, payment directly by Thrifty Finance of all payroll, accounting and any other Person; administrative expenses and taxes; (xviiij) allocatingallocate, on an arm’sarm's-length basis, all shared corporate operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; ; (xixk) refraining refrain from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner Thrifty Finance or Thrifty, or any Affiliate of Thrifty Finance or Thrifty to substantively consolidate Owner Thrifty Finance with an affiliate Thrifty or any other PersonAffiliate of Thrifty Finance or Thrifty; and (xxl) remaining solvent and assuring adequate capitalization for the business in which it is engaged; (xxi) conducting conduct all of its business (whether written or oral) solely in its own name so name. Thrifty Finance acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed the date of issuance of the first Series of Notes and addressing the issue of substantive consolidation as not it may relate to mislead others as Thrifty Finance and the Lessee and its Affiliates. Thrifty Finance hereby 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 Thrifty Finance; provided, however, that Thrifty Finance may cease to maintain any policy or procedure if and to the identity extent that Thrifty Finance delivers to the Trustee an Opinion of Owner Counsel providing that such policy or its affiliates; and (xxii) not taking any Material Action without procedure is no longer necessary, due to a change in law or otherwise, for the affirmative vote rendering of its Independent Directorsuch earlier opinion relating to the issue of substantive consolidation.

Maintenance of Separate Existence. The QI covenants DTFC will (i) maintain its existence as a corporation validly existing and agrees that it shall in good standing under the laws of the State of Oklahoma and duly qualified as a foreign corporation licensed under the 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 continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that of Owner DTAG and its affiliates Affiliates of DTAG including, without limitation, (iA) practicing and adhering to organizational corporate formalities, such as maintaining appropriate corporate books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Owner; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (viiB) maintaining at least one director two corporate directors who is an are Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent DirectorDirectors; (viiiC) owning or leasing (including through shared arrangements with affiliatesAffiliates) all office furniture and equipment necessary to operate its business; (ixD) not (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (BI) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (CII) having obligations guaranteed by Owner or any of its affiliates or any other Person; Affiliates, (DIII) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; Affiliates and (HIV) 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 Personthan as required by the CP Program Documents with respect to insurance on the Vehicles; (xE) other than as provided in the CP Program Documents, maintaining its deposit and other bank accounts and all of its assets Assets separate from those of any other Person; (xiF) maintaining its financial records separate and apart from those of any other Person; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiiG) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; (xivH) maintaining office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person of its Affiliates) and a telephone number separate and apart from that of Owner, any of its affiliates and any other PersonAffiliates; (xv) 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 other Person; (xviiI) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates and any other PersonAffiliates; (xviiiJ) allocating, on an arm’sarm's-length basis, all shared corporate operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; (xixK) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner DTFC, DTAG or any Affiliate of DTAG, to substantively consolidate Owner DTFC with an affiliate DTAG or any other PersonAffiliate; (xxL) remaining solvent and assuring adequate capitalization for the business in which it is engaged; (xxiM) conducting all of its business (whether written or oral) solely in its own name so name, (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 factual assumptions set forth in that certain opinion letter issued by Mayex, Xxowx & Xlatx, xxted March 4, 1998, addressing the issue of substantive consolidation as not it may relate to mislead others as DTAG, RCFC, the Lessees and DTFC (a copy of which opinion letter DTFC hereby acknowledges it has received), (iv) on a semi-annual basis, provide to the identity Liquidity Agent and each of Owner or the Rating Agencies an Officer's Certificate of DTFC certifying that it is in compliance with its affiliates; obligations under clauses (ii) and (xxiiiii) not taking any Material Action without of this Section 8.1.4 and (v) on an annual basis provide to the affirmative vote Liquidity Agent and each of its Independent Directorthe 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. The QI covenants and agrees that it shall SPC will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that of Owner Lessee, Affiliates of Lessee and its affiliates any other Person, including, without limitation, : (i) practicing and adhering to organizational limited liability company formalities, such as maintaining appropriate limited liability company books and records; ; (ii) observing all organizational formalities in connection complying with all dealings between itself Sections 3 and Owner, and 7 of the affiliates or any unaffiliated entity with respect to Owner; SPC Certificate of Incorporation; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliatesAffiliates) all office furniture and equipment necessary to operate its business; ; (ixiv) not refraining from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates Affiliates or any other Person; , (CB) having obligations its Obligations guaranteed by Owner or its affiliates Affiliates or any other Person; Person (Dexcept as otherwise contemplated by the Operative Agreements), (C) holding itself out as responsible for debts of Owner or any of its affiliates Affiliates or any other Person or for decisions or actions with respect to the affairs of Owner or any of its affiliates Affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; Affiliate; (xv) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; ; (xivi) maintaining its financial records separate and apart from those of any other Person; ; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; ; (xivviii) maintaining any owned or leased office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Person; Affiliates); (xv) 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 other Person; (xviiix) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates Affiliates and any other Person; , including, without limitation, payment directly by of all payroll, accounting and other administrative expenses and taxes; (xviiix) allocating, on an arm’sarm's-length basis, all shared corporate company operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; ; (xixxi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner it, Lessee, any Affiliate of it or Lessee or any other Person to substantively consolidate Owner it with an affiliate Lessee, any Affiliate of it or Lessee or any other Person; ; (xxxii) remaining solvent and assuring adequate capitalization for the business in which it is engaged; solvent; (xxixiii) conducting all of its business (whether written or oral) solely in its own name so name; (xiv) refraining from commingling its assets with those of any of its Affiliates or any other Person; (xv) maintaining an arm's-length relationship with all of its Affiliates; (xvi) refraining from acquiring obligations or securities of Lessee or any Affiliate of it or Lessee; (xvii) refraining from pledging its assets for the benefit of any of its Affiliates or any other Person or making any loans or advances to any of its Affiliates or any other Person (in each case, except as not to mislead others as otherwise permitted pursuant to the identity Operating Documents); and (xviii) correcting any known misunderstanding regarding its separate identity. For purposes of Owner or its affiliates; and (xxii) not taking any Material Action without the affirmative vote this Section 9.2(m), Lessee shall be deemed to be an Affiliate of its Independent DirectorSPC.

Maintenance of Separate Existence. The QI covenants and agrees that it shall NFC will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that of Owner National and its affiliates Affiliates of National including, without limitation, (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate corporate books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Ownermaintaining at least two corporate directors who are Independent Directors; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliatesAffiliates) all office furniture and equipment necessary to operate its business; (ixiv) not (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (CB) having obligations guaranteed by Owner or any of its affiliates or any other Person; Affiliates, (DC) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; Affiliates and (HD) 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 Personthan as required by the Related Documents with respect to insurance on the Vehicles; (xv) 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; (xivi) maintaining its financial records separate and apart from those of any other Person; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; (xivviii) maintaining office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person of its Affiliates) and a telephone number separate and apart from that of Owner, any of its affiliates and any other PersonAffiliates; (xv) 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 other Person; (xviiix) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates and any other PersonAffiliates; (xviiix) allocating, on an arm’sarm's-length basis, all shared corporate operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; (xixxi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner NFC, National or any Affiliate of National, to substantively consolidate Owner NFC with an affiliate National or any other PersonAffiliate; (xxxii) remaining solvent and assuring adequate capitalization for the business in which it is engaged; (xxixiii) conducting all of its business (whether written or oral) solely in its own name so name. NFC acknowledges its receipt of a copy of that certain opinion letter issued by Mayex, Xxowx & Xlatx xxxed June 7, 1995 and addressing the issue of substantive consolidation as not it may relate to mislead others as National, each Affiliate of National and NFC. NFC hereby agrees to maintain in place all policies and procedures, and take and continue to take all action, described in the identity of Owner or its affiliates; factual assumptions set forth in such opinion letter and (xxii) not taking any Material Action without the affirmative vote of its Independent Directorrelating to NFC.

Maintenance of Separate Existence. The QI covenants and agrees that it shall ARG II will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that of Owner and its affiliates ANC or any Affiliate of ANC including, without limitation, (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Owner; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliatesAffiliates) all office furniture and equipment necessary to operate its business; (ixiii) not (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (CB) having obligations guaranteed by Owner or any of its affiliates or any other Person; Affiliates, (DC) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; Affiliates and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other PersonAffiliate; (xiv) 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; (xiv) maintaining its financial records and books of account separate and apart from those of any other Person; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivi) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; (xivvii) maintaining office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person of its Affiliates) and a telephone number separate and apart from that of Owner, any of its affiliates and any other PersonAffiliates; (xv) 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 other Person; (xviiviii) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates and any other PersonAffiliates; (xviiiix) allocating, on an arm’sarm's-length basis, all shared corporate operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; (xixx) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner ARG II, ANC or any Affiliate of ANC, to substantively consolidate Owner ARG II with an affiliate ANC or any other Personsuch Affiliate of ANC; (xxxi) remaining solvent and assuring adequate capitalization for the business in which it is engaged; solvent, (xxixii) conducting all of its business (whether written or oral) solely in its own name so 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. ARG II acknowledges its receipt of a copy of those certain opinion letters issued by Weil, Gotshal & Manges LLP dated the date of issuance of the initial Series of Notes axxxxxxing the issue of substantive consolidation as not it may relate to mislead others ANC, the Group III Lessees and ARG II and the characterization of the Group III Operating Leases as "true leases". ARG II hereby 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 letters and relating to ARG II. On an annual basis, commencing May 31, 2003, ARG II will provide to the identity of Owner or Rating Agencies and the Trustee an Officer's Certificate certifying that it is in compliance with its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Directorobligations under this SECTION 8.26.

Maintenance of Separate Existence. The QI covenants and agrees that it shall do all things necessary In order to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that of Owner WWI, any Subsidiary of WWI and its affiliates any Affiliates thereof and any other Person, it will perform all necessary acts to maintain such separation, including, without limitation, , (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate corporate books and records; ; (ii) observing all organizational formalities in connection complying with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Owner; (iii) observing all procedures required by Article Sixth of its certificate of incorporation, its by-laws and the laws of the state of its incorporation; ; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viiiiii) owning or leasing (including through shared arrangements with affiliatesAffiliates) all office furniture and equipment necessary to operate its business; ; (ixiv) not refraining from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates Affiliates or any other Person; , (CB) having obligations its Obligations guaranteed by Owner or its affiliates Affiliates or any other Person; Person (Dexcept as otherwise contemplated by the Loan Documents), (C) holding itself out as responsible for debts of Owner or any of its affiliates Affiliates or any other Person or for decisions or actions with respect to the affairs of Owner or any of its affiliates Affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; Affiliate; (xv) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; ; (xivi) maintaining its financial records separate and apart from those of any other Person; ; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; ; (xivviii) maintaining any owned or leased office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Person; Affiliates); (xv) 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 other Person; (xviiix) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates Affiliates and any other Person; , including payment directly by the SP1 Borrower of all payroll, accounting and other administrative expenses and taxes; (xviiix) allocating, on an arm’sarm's-length basis, all shared corporate operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; ; (xixxi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner it, WWI, any Subsidiary of WWI, any Affiliate thereof or any other Person to substantively consolidate Owner it with an affiliate WWI, any Subsidiary of WWI, any Affiliate thereof or any other Person; ; (xxxii) remaining solvent and assuring adequate capitalization for the business in which it is engaged; solvent; (xxixiii) conducting all of its business (whether written or oral) solely in its own name so name; (xiv) refraining from commingling its assets with those of any of its Affiliates or any other Person; (xv) maintaining an arm's-length relationship with all of its Affiliates; (xvi) refraining from acquiring obligations or securities of WWI, any Subsidiary of WWI or any Affiliate thereof; (xvii) refraining from pledging its assets for the benefit of any of its Affiliates or any other Person or making any loans or advances to any of its Affiliates or any other Person (in each case, except as not to mislead others as otherwise permitted pursuant to the identity of Owner or Loan Documents); and (xviii) correcting any known misunderstanding regarding its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Directorseparate identity.

Maintenance of Separate Existence. The QI covenants and agrees that it shall do Do all things necessary to continue to be readily distinguishable from Owner and its affiliates Holdings and maintain its corporate existence separate and apart from that of Owner and its affiliates Holdings including, without limitation, : (ia) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; ; (iib) observing all organizational formalities in connection with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Owner; Holdings; (iiic) observing all procedures required by its certificate of incorporation, its by-laws organizational documents and the laws of the state of its incorporation; organization; (ivd) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; ; (ve) managing its business maintaining office space separate and affairs apart from that of Holdings (even if such office space is subleased from or is on or near premises occupied by or under the direction of its board of directors; Holdings); (vi) ensuring that its board of directors duly authorizes all of its actions; (viif) maintaining at least one director who is an Independent Director not and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote never was (x) a stockholder, member, partner, director, officer, employee, Affiliate, associate, creditor or independent contractor of Holdings or any of its Independent Director; associates, or (viiiy) any person owning directly or leasing (including through shared arrangements with affiliates) all office furniture and equipment necessary to operate its business; (ix) not (A) having or incurring beneficially any indebtedness to Owner or its affiliates outstanding shares of common stock of Holdings or any other Person; (B) guaranteeing of its Affiliates, or otherwise becoming liable for any obligations a stockholder, director, officer, employee, Affiliate, associate, creditor or independent contractor of Owner or its affiliates such beneficial owner or any other Person; of such beneficial owner's Affiliates or associates, or (Cz) having obligations guaranteed by Owner or its affiliates or a member of the immediate family of any other Person; person described above; (D) holding itself out as responsible for debts of Owner or its affiliates or any other Person or for decisions or actions with respect to the affairs of Owner or its affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (H) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; (xg) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; Holdings; (xih) maintaining its financial records separate and apart from those of any other Person; Holdings; (xiii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of OwnerHoldings; (j) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (k) ensuring that the responsible officers of each of the Borrower and its Subsidiaries duly authorized in accordance with its organizational documents, duly authorize all of its affiliates actions; (l) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of the its organizational documents for its actions; (m) not (A) having or incurring any Indebtedness to Holdings (except for any such Indebtedness which is (i) unsecured, (ii) subordinated to the Obligations such that (x) no portion of the principal of such Indebtedness shall be required to be paid, whether by stated maturity, mandatory or scheduled prepayment or redemption or otherwise, prior to the date which is 91 days after the Maturity Date, and (y) no portion of interest of such Indebtedness may be paid after the occurrence of, and during the continuation of, a Default or an Event of Default and (iii) the documents and instruments pursuant to which such Indebtedness shall be issued or outstanding shall contain (x) no financial covenants or cross-default provisions and (y) no provisions limiting amendments to, or consents, waivers or other modifications with respect to, this Agreement or any other PersonLoan Document); (xiiiB) compensating all its employees, officers, consultants and agents guaranteeing or otherwise becoming liable for services provided to it by such Persons out any obligations of its own fundsHoldings; (xivC) maintaining office space separate and apart from that of Owner, its affiliates and any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Personhaving obligations guaranteed by Holdings; (xvD) conducting all oral and written communicationsacquiring any obligations or securities of, includingor making any loans or advances to, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own nameHoldings; (xviE) holding itself out as responsible for debts of Holdings or for decisions or actions with respect to the affairs of Holdings; (F) operating or purporting to operate as an integrated, single economic unit with respect to Holdings; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of Holdings; and (H) inducing any such third party to reasonably rely on the creditworthiness of Holdings; (n) having separate stationery from Owner, its affiliates or any other Person; Holdings; (xvii) accounting for and managing all of its liabilities separately from those of Owner, its affiliates and any other Person; (xviiio) allocating, on an arm’s-arm's length basis, all shared corporate operating services, leases and expenses, including including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents and agents, shared computer and other office equipment and softwaresoftware and shared telephone numbers; and otherwise maintaining refraining from engaging in any transaction with any of Holdings unless such transaction is (x) on terms and conditions no less favorable to the Borrower or any of its Subsidiaries than transactions consummated on an arm’sarms-length relationship basis with each unaffiliated Persons and (y) only with the prior approval and authorization in accordance with the Borrower's or such Subsidiary's, as the case may be, organizational documents, including at least one of Owner, its affiliates and any other Person; the independent directors; (xixp) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner Holdings to substantively consolidate Owner Holdings with an affiliate such Borrower or any other Person; of its Subsidiaries; (xxq) remaining solvent and assuring adequate capitalization for the business in which it is engaged; Solvent; (xxir) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of Owner each of Holdings, the Borrower and any Affiliates of Holdings or its affiliatesthe Borrower; and and (xxiis) not taking maintaining a record with respect to any Material Action without asset purchased from Holdings, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the affirmative vote of its Independent DirectorUniform Commercial Code.

Maintenance of Separate Existence. The QI covenants and agrees that it shall Borrower will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that the Originator and all other Affiliates of Owner and its affiliates the Borrower, including, without limitation, (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate corporate books and records; (ii) observing all organizational formalities in connection with all dealings between itself maintaining at least one corporate director and Ownerone corporate officer who is not an officer, and the affiliates director or employee of any unaffiliated entity with respect to Ownerof its Affiliates; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliates) pursuant to written leases all office furniture and equipment necessary to operate its business; (ixiv) not refraining from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (CE) having obligations guaranteed by Owner or its affiliates or any other Person; Affiliates, (DC) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integratedAffiliates, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other PersonAffiliate; (xv) maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (xivi) maintaining all of its financial records 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; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; (xivviii) maintaining office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person of its Affiliates) and a separate telephone number separate and apart from that of Owner, its affiliates and any other Person; (xv) conducting all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely which will be answered only in its own name; (xvi) having separate stationery from Owner, its affiliates or any other Person; (xviiix) accounting for and managing all of its liabilities separately from those of Ownerany of its Affiliates, its affiliates including, without limitation, payment directly by the Borrower of all payroll, accounting and any other Personadministrative expenses and taxes; (xviiix) allocating, on an arm’sarm's-length basis, all shared corporate operating services, leases and expenses, including 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 otherwise maintaining an arm’s-length relationship in accordance with each of Owner, its affiliates and any other Personapplicable corporation law; (xixxii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner the Borrower, the Originator or any other Affiliate of the Borrower to substantively consolidate Owner the assets and liabilities of the Borrower with an affiliate the assets and liabilities of any such Person or any other PersonAffiliate of the Borrower; (xxxiii) remaining solvent and assuring maintaining adequate capitalization for the in light of its business in which it is engagedand purpose; (xxixiv) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of Owner or its affiliatesname; and (xxiixv) not taking any Material Action without all other actions necessary to maintain the affirmative vote accuracy of its Independent Directorthe factual assumptions set forth in the legal opinion of Dechert Price & Xxxxxx special counsel to the Originator and the Borrower, issued in connection with the Originator Sale Agreement and relating to the issues of substantive consolidation and true sale of the Receivables and related assets.

Maintenance of Separate Existence. The QI covenants and agrees that it shall Borrower will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that OI and all other Affiliates of Owner and its affiliates OI, including, without limitation, (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate corporate books and records; , (ii) observing maintaining at all organizational formalities in connection with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Owner; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining times at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its "Independent Director; ", as defined in and as required under the Borrower's Certificate of Incorporation, (viiiiii) owning or leasing (including through shared arrangements with affiliates) pursuant to written leases all office furniture and equipment necessary to operate its business; , (ixiv) not refraining from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (CB) having obligations guaranteed by Owner or its affiliates or any other Person; Affiliates, (DC) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integratedAffiliates, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Ownerany Affiliate, its affiliates or any other Person; (xv) maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; , (xivi) maintaining all of its financial records 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, (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons Persons, or reimbursing any of its Affiliate, out of its own funds; , (xivviii) maintaining office space separate and apart that is physically segregated from that of Owner, any of its affiliates and Affiliates (even if such office space is subleases from or is on or near premises occupied by any other Person of its Affiliates) and a separate telephone number separate and apart from that of Owner, its affiliates and any other Person; (xv) conducting all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely which will be answered only in its own name; , (xvi) having separate stationery from Owner, its affiliates or any other Person; (xviiix) accounting for and managing all of its liabilities separately from those of Ownerany of its Affiliates, its affiliates and any other Person; (xviiix) allocating, on an arm’sarm's-length basis, all shared shares corporate operating services, leases and expenses, including 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 otherwise maintaining an arm’s-length relationship in accordance with each of Ownerapplicable corporation law, its affiliates and any other Person; (xixxii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner the Borrower, OI or any other Affiliate of the Borrower to substantively consolidate Owner assets and liabilities of the Borrower with an affiliate the assets and liabilities of any such Person or any other Person; Affiliate of the Borrower, (xxxiii) remaining solvent and assuring maintaining adequate capitalization in light of its business and purpose and without the need for the business in which it is engaged; ongoing capital contributions from OI, (xxixiv) conducting all of its business (whether written or oral) solely in its own name so name, (xv) require that its employees, if any, when conducting its business identify themselves as such and not to mislead others as to employees of any other Affiliate of the identity Borrower (including, without limitation, by means of Owner providing appropriate employees with business or its affiliates; identification cards identifying such employees as the Borrower's employees), and (xxiixvi) not taking any Material Action without the affirmative vote of all other actions necessary to maintain its Independent Directorseparate legal existence.

Maintenance of Separate Existence. The QI covenants and agrees that it shall do all things necessary In order to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that of Owner WWI, any Subsidiary of WWI and its affiliates any Affiliates thereof and any other Person, it will perform all necessary acts to maintain such separation, including, without limitation, , (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate corporate books and records; ; (ii) observing all organizational formalities in connection complying with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Owner; (iii) observing all procedures required by Article Sixth of its certificate of incorporation, its by-laws and the laws of the state of its incorporation; ; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viiiiii) owning or leasing (including through shared arrangements with affiliatesAffiliates) all office furniture and equipment necessary to operate its business; ; (ixiv) not refraining from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates Affiliates or any other Person; , (CB) having obligations its Obligations guaranteed by Owner or its affiliates Affiliates or any other Person; Person (Dexcept as otherwise contemplated by the Loan Documents), (C) holding itself out as responsible for debts of Owner or any of its affiliates Affiliates or any other Person or for decisions or actions with respect to the affairs of Owner or any of its affiliates Affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; Affiliate; (xv) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; ; (xivi) maintaining its financial records separate and apart from those of any other Person; ; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; ; (xivviii) maintaining any owned or leased office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Person; Affiliates); (xv) 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 other Person; (xviiix) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates Affiliates and any other Person; , including payment directly by the SP1 Borrower of all payroll, accounting and other administrative expenses and taxes; (xviiix) allocating, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; ; (xixxi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner it, WWI, any Subsidiary of WWI, any Affiliate thereof or any other Person to substantively consolidate Owner it with an affiliate WWI, any Subsidiary of WWI, any Affiliate thereof or any other Person; ; (xxxii) remaining solvent and assuring adequate capitalization for the business in which it is engaged; solvent; (xxixiii) conducting all of its business (whether written or oral) solely in its own name so name; (xiv) refraining from commingling its assets with those of any of its Affiliates or any other Person; (xv) maintaining an arm’s-length relationship with all of its Affiliates; (xvi) refraining from acquiring obligations or securities of WWI, any Subsidiary of WWI or any Affiliate thereof; (xvii) refraining from pledging its assets for the benefit of any of its Affiliates or any other Person or making any loans or advances to any of its Affiliates or any other Person (in each case, except as not to mislead others as otherwise permitted pursuant to the identity of Owner or Loan Documents); and (xviii) correcting any known misunderstanding regarding its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Directorseparate identity.

Maintenance of Separate Existence. The QI covenants and agrees that it shall ARG will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that of Owner and its affiliates Vanguard or any Affiliate of Vanguard including, without limitation, (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Owner; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliatesAffiliates) all office furniture and equipment necessary to operate its business; (ixiii) not (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (CB) having obligations guaranteed by Owner or any of its affiliates or any other Person; Affiliates, (DC) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; Affiliates and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other PersonAffiliate; (xiv) 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; (xiv) maintaining its financial records and books of account separate and apart from those of any other Person; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivi) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; (xivvii) maintaining office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person of its Affiliates) and a telephone number separate and apart from that of Owner, any of its affiliates and any other PersonAffiliates; (xv) 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 other Person; (xviiviii) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates and any other PersonAffiliates; (xviiiix) allocating, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; (xixx) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner ARG, Vanguard, Vanguard Holdings or any Affiliate of Vanguard Holdings, to substantively consolidate Owner ARG with an affiliate Vanguard, Vanguard Holdings or any other PersonAffiliate of Vanguard Holdings; (xxxi) remaining solvent and assuring adequate capitalization for the business in which it is engaged; (xxixii) conducting all of its business (whether written or oral) solely in its own name so name. ARG acknowledges its receipt of a copy of those certain opinion letters issued by Weil, Gotshal & Xxxxxx LLP dated as not of the date hereof addressing the issue of substantive consolidation as it may relate to mislead others Vanguard Holdings, the Lessees and ARG and the characterization of the Leases as “true leases”. ARG hereby 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 letters and relating to ARG. On an annual basis, commencing October 14, 2004, ARG will provide to the identity of Owner or Rating Agencies and the Trustee an Officer’s Certificate certifying that it is in compliance with its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Directorobligations under this Section 8.26.

Maintenance of Separate Existence. The QI covenants and agrees that it shall With respect to each SPC, --------------------------------- cause such SPC to do all things necessary to continue to be readily distinguishable from Owner Holdings, the Borrower and its affiliates the Affiliates of each of the foregoing and maintain its corporate existence separate and apart from that of Owner Holdings, the Borrower and its affiliates the Affiliates of each of the foregoing including, without limitation, : (ia) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; ; (iib) observing all organizational formalities in connection with all dealings between itself and OwnerHoldings, the Borrower and the affiliates Affiliates of each of the foregoing or any other unaffiliated entity with respect to Owner; entity; (iiic) observing all procedures required by its certificate of incorporation, its by-laws organizational documents and the laws of the state of its incorporation; organization; (ivd) 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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (viie) maintaining at least office space separate and apart from that of Holdings or the Borrower or any Affiliates of Holdings or the Borrower (even if such office space is subleased from or is on or near premises occupied by Holdings, the Borrower or any Affiliates of Holdings or the Borrower); (i) be considered as a whole, or (y) any person owning directly or beneficially any outstanding shares of common stock of Holdings, the Borrower or any of their Affiliates, or a stockholder, director, officer, employee, Affiliate, associate, creditor or independent contractor of such beneficial owner or any of such beneficial owner's Affiliates or associates, or (z) a member of the immediate family of any person described above and (ii) with respect to any executive officer who acts as an executive officer of one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliates) all office furniture and equipment necessary to operate its business; (ix) not more SPCs, (A) having or incurring any indebtedness causing such executive officer to Owner or its affiliates or any other Person; maintain a record of time spent on behalf of each SPC and (B) guaranteeing or otherwise becoming liable for any obligations when doing business on behalf of Owner or an SPC, act solely in its affiliates or any other Person; capacity as the executive officer and on behalf of such SPC; (C) having obligations guaranteed by Owner or its affiliates or any other Person; (D) holding itself out as responsible for debts of Owner or its affiliates or any other Person or for decisions or actions with respect to the affairs of Owner or its affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (H) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; (xg) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; ; (xih) maintaining its financial records separate and apart from those of any other Person; ; (xiii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of OwnerHoldings, its affiliates the Borrower, any Affiliates of Holdings or the Borrower or any other PersonAffiliated or unaffiliated entity; (j) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (k) ensuring that the responsible officers of the SPC duly authorized in accordance with its organizational documents, duly authorize all of its actions; (l) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of the its organizational documents for its actions; (m) not (A) having or incurring any Indebtedness to Holdings, the Borrower or any Affiliates of Holdings or the Borrower (except for any such Indebtedness which is (i) unsecured, (ii) subordinated to the Obligations such that (x) no portion of the principal of such Indebtedness shall be required to be paid, whether by stated maturity, mandatory or scheduled prepayment or redemption or otherwise, prior to the date which is 91 days after the Revolving Credit Termination Date, and (y) no portion of interest of such Indebtedness may be paid after the occurrence of, and during the continuation of, a Default or an Event of Default and (iii) the documents and instruments pursuant to which such Indebtedness shall be issued or outstanding shall contain (x) no financial covenants or cross-default provisions and (y) no provisions limiting amendments to, or consents, waivers or other modifications with respect to, this Agreement or any other Loan Document); (xiiiB) compensating all its employeesguaranteeing or otherwise becoming liable for any obligations of Holdings, officers, consultants and agents for services provided to it by such Persons out the Borrower or any Affiliates of its own fundsHoldings or the Borrower; (xivC) maintaining office space separate and apart from that having obligations guaranteed by Holdings, the Borrower or any Affiliates of OwnerHoldings or the Borrower; (D) acquiring any obligations or securities of, its affiliates and or making any loans or advances to, Holdings, the Borrower or any Affiliates of Holdings or the Borrower; (E) holding itself out as responsible for debts of Holdings, the Borrower or any Affiliates of Holdings or the Borrower or for decisions or actions with respect to the affairs of Holdings, the Borrower or any Affiliates of Holdings or the Borrower; (F) operating or purporting to operate as an integrated, single economic unit with respect to Holdings, the Borrower or any Affiliates of Holdings or the Borrower or any other Person and a telephone number separate and apart from that unaffiliated entity; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of OwnerHoldings, its affiliates and the Borrower or any Affiliates of Holdings or the Borrower or any other Personunaffiliated entity; and (H) inducing any such third party to reasonably rely on the creditworthiness of Holdings, the Borrower or any Affiliates of Holdings or the Borrower or any other unaffiliated entity; (xvG) conducting all oral seeking to obtain credit or incur any obligation to any third party based upon the assets of Holdings, the Borrower or any Affiliates of Holdings or the Borrower or any other unaffiliated entity; and written communications(H) inducing any such third party to reasonably rely on the creditworthiness of Holdings, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name; the Borrower or any Affiliates of Holdings or the Borrower or any other unaffiliated entity; (xvin) having separate stationery from OwnerHoldings, its affiliates the Borrower, any Affiliates of Holdings or the Borrower or any other Person; unaffiliated entity; (xvii) accounting for and managing all of its liabilities separately from those of Owner, its affiliates and any other Person; (xviiio) allocating, on an arm’s-arm's length basis, all shared corporate operating services, leases and expenses, including including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents and agents, shared computer and other office equipment and softwaresoftware and shared telephone numbers; and otherwise maintaining refraining from engaging in any transaction with any of Holdings or the Borrower or any Affiliates of Holdings or the Borrower or any other unaffiliated entity unless such transaction is (x) on terms and conditions no less favorable to the SPC than transactions consummated on an arm’sarms-length relationship basis with each unaffiliated Persons and (y) only with the prior approval and authorization in accordance with such SPC's organizational documents, including at least one of Owner, its affiliates and any other Person; the independent directors; (xixp) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner Holdings, the Borrower or any Affiliate of Holdings or the Borrower to substantively consolidate Owner with an affiliate Holdings, the Borrower or any other Person; Affiliate of Holdings or the Borrower with such SPC; (xxq) remaining solvent and assuring adequate capitalization for the business in which it is engaged; Solvent; (xxir) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of Owner each of the SPC, Holdings, the Borrower and any Affiliates of Holdings or its affiliatesthe Borrower; and and (xxiis) not taking maintaining a record with respect to any Material Action without asset purchased from Holdings, the affirmative vote Borrower or any Affiliate of its Independent DirectorHoldings or the Borrower, including bills of sale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Code.

Maintenance of Separate Existence. The QI covenants and agrees that it shall do all things necessary In order to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that of Owner WWI, any Subsidiary of WWI and its affiliates any Affiliates thereof and any other Person, it will perform all necessary acts to maintain such separation, including, without limitation, , (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate corporate books and records; ; (ii) observing all organizational formalities in connection complying with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Owner; (iii) observing all procedures required by Article Sixth of its certificate of incorporation, its by-laws and the laws of the state of its incorporation; ; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viiiiii) owning or leasing (including through shared arrangements with affiliatesAffiliates) all office furniture and equipment necessary to operate its business; ; (ixiv) not refraining from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates Affiliates or any other Person; , (CB) having obligations its Obligations guaranteed by Owner or its affiliates Affiliates or any other Person; Person (Dexcept as otherwise contemplated by the Loan Documents), (C) holding itself out as responsible for debts of Owner or any of its affiliates Affiliates or any other Person or for decisions or actions with respect to the affairs of Owner or any of its affiliates Affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; Affiliate; (xv) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; ; (xivi) maintaining its financial records separate and apart from those of any other Person; ; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; ; (xivviii) maintaining any owned or leased office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Person; Affiliates); (xv) 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 other Person; (xviiix) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates Affiliates and any other Person; , including payment directly by -79- the SP1 Borrower of all payroll, accounting and other administrative expenses and taxes; (xviiix) allocating, on an arm’sarm's-length basis, all shared corporate operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; ; (xixxi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner it, WWI, any Subsidiary of WWI, any Affiliate thereof or any other Person to substantively consolidate Owner it with an affiliate WWI, any Subsidiary of WWI, any Affiliate thereof or any other Person; ; (xxxii) remaining solvent and assuring adequate capitalization for the business in which it is engaged; solvent; (xxixiii) conducting all of its business (whether written or oral) solely in its own name so name; (xiv) refraining from commingling its assets with those of any of its Affiliates or any other Person; (xv) maintaining an arm's-length relationship with all of its Affiliates; (xvi) refraining from acquiring obligations or securities of WWI, any Subsidiary of WWI or any Affiliate thereof; (xvii) refraining from pledging its assets for the benefit of any of its Affiliates or any other Person or making any loans or advances to any of its Affiliates or any other Person (in each case, except as not to mislead others as otherwise permitted pursuant to the identity of Owner or Loan Documents); and (xviii) correcting any known misunderstanding regarding its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Directorseparate identity.

Maintenance of Separate Existence. The QI covenants and agrees that it shall ARG will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that of Owner and its affiliates Republic or any Affiliate of Republic including, without limitation, (i) practicing and adhering to organizational corporate formalities, such as 55 55 maintaining appropriate books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Owner; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliatesAffiliates) all office furniture and equipment necessary to operate its business; (ixiii) not (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (CB) having obligations guaranteed by Owner or any of its affiliates or any other Person; Affiliates, (DC) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; Affiliates and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other PersonAffiliate; (xiv) 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; (xiv) maintaining its financial records and books of account separate and apart from those of any other Person; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivi) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; (xivvii) maintaining office space separate and apart from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person of its Affiliates) and a telephone number separate and apart from that of Owner, any of its affiliates and any other PersonAffiliates; (xv) 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 other Person; (xviiviii) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates and any other PersonAffiliates; (xviiiix) allocating, on an arm’sarm's-length basis, all shared corporate operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; (xixx) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner ARG, Republic or any Affiliate of Republic, to substantively consolidate Owner ARG with an affiliate Republic or any other Personsuch Affiliate of Republic; (xxxi) remaining solvent and assuring adequate capitalization for the business in which it is engaged; (xxixii) conducting all of its business (whether written or oral) solely in its own name so name. ARG acknowledges its receipt of a copy of those certain opinion letters issued by Mayex, Xxowx & Xlatx xxxed the date of issuance of the initial Series of Notes addressing the issue of substantive consolidation as not it may relate to mislead others Republic, the Lessees and ARG and the characterization of the Operating Leases as "true leases". ARG hereby 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 letters and relating to ARG. On an annual basis, commencing February 26, 2000, ARG will provide to the identity of Owner or Rating Agencies and the Trustee an Officer's Certificate certifying that it is in compliance with its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Director.obligations under this Section 8.25. 56 56

Maintenance of Separate Existence. The QI covenants and agrees that it shall Seller will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that the Originators and all other Affiliates of Owner and its affiliates the Seller, including, without limitation, (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate corporate books and records; (ii) observing maintaining at all organizational formalities times at least one "Independent Director", as defined in connection with all dealings between itself and Owner, and as required under the affiliates or any unaffiliated entity with respect to OwnerSeller's Certificate of Incorporation; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) 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; (ixiv) not refraining from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (CB) having obligations guaranteed by Owner or its affiliates or any other Person; Affiliates, (DC) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integratedAffiliates, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other PersonAffiliate; (xv) maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (xivi) maintaining all of its financial records 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; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons 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; (xivviii) maintaining office space separate and apart that is physically segregated from that of Owner, any of its affiliates and Affiliates (even if such office space is subleased from or is on or near premises occupied by any other Person of its Affiliates) and a separate telephone number separate and apart from that of Owner, its affiliates and any other Person; (xv) conducting all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely which will be answered only in its own name; (xvi) having separate stationery from Owner, its affiliates or any other Person; (xviiix) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates and any other PersonAffiliates; (xviiix) allocating, on an arm’sarm's-length basisbasis pursuant to the Administrative Services and Lease Agreement, all shared corporate operating services, leases and expenses, including 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 otherwise maintaining an arm’s-length relationship in accordance with each of Owner, its affiliates and any other Personapplicable corporation law; (xixxii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner the Seller, any Originator or any other Affiliate of the Seller to substantively consolidate Owner assets and liabilities of the Seller with an affiliate the assets and liabilities of any such Person or any other PersonAffiliate of the Seller; (xxxiii) remaining solvent and assuring maintaining adequate capitalization in light of its business and purpose and without the need for the business in which it is engagedongoing capital contributions from OutSource International; (xxixiv) conducting all of its business (whether written or oral) solely in its own name so name; (xv) require that its employees, if any, when conducting its business identify themselves as such and not to mislead others as to employees of any other Affiliate of the identity Seller (including, without limitation, by means of Owner providing appropriate employees with business or its affiliatesidentification cards identifying such employees as the Seller's employees); and (xxiixvi) not taking any Material Action without all other actions necessary to maintain the affirmative vote accuracy of its Independent Directorthe factual assumptions set forth in 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 the issues of substantive consolidation and true sale of the Receivables and the related property.

Maintenance of Separate Existence. The QI covenants and agrees that it shall do Do all things necessary to continue to be readily distinguishable from Owner the Parent and its affiliates Holdings and maintain its corporate existence separate and apart from that of Owner the Parent and its affiliates Holdings including, without limitation, : (ia) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; ; (iib) observing all organizational formalities in connection with all dealings between itself itself, the Parent and Owner, and the affiliates or any unaffiliated entity with respect to Owner; Holdings; (iiic) observing all procedures required by its certificate of incorporation, its by-laws organizational documents and the laws of the state of its incorporation; organization; (ivd) acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses; ; (ve) managing its business maintaining office space separate and affairs apart from that of the Parent and Holdings (even if such office space is subleased from or is on or near premises occupied by or under the direction of its board of directors; Parent and Holdings); (vi) ensuring that its board of directors duly authorizes all of its actions; (viif) maintaining at least one director who is an Independent Director not and maintaining never was (x) a stockholder, member, partner, director, officer, employee, Affiliate, associate, creditor or independent contractor of the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliates) all office furniture and equipment necessary to operate its business; (ix) not (A) having or incurring any indebtedness to Owner or its affiliates Parent, Holdings or any other Person; of their respective associates, or (By) guaranteeing any person owning directly or otherwise becoming liable for beneficially any obligations outstanding shares of Owner or its affiliates common stock of the Parent, Holdings or any other Person; (C) having obligations guaranteed by Owner of their respective Affiliates, or its affiliates a stockholder, director, officer, employee, Affiliate, associate, creditor or independent contractor of such beneficial owner or any other Person; of such beneficial owner’s Affiliates or associates, or (Dz) holding itself out as responsible for debts a member of Owner or its affiliates or the immediate family of any other Person or for decisions or actions with respect to the affairs of Owner or its affiliates or any other Person; person described above; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (H) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; (xg) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; the Parent and Holdings; (xih) maintaining its financial records separate and apart from those of any other Person; the Parent and Holdings; (xiii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Ownerthe Parent or Holdings; (j) owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business; (k) ensuring that the responsible officers of each of the Borrower and its Subsidiaries duly authorized in accordance with its organizational documents, duly authorize all of its affiliates actions; (l) ensuring the receipt of proper authorization, when necessary, in accordance with the terms of the its organizational documents for its actions; (m) not (A) having or incurring any Indebtedness to the Parent or Holdings (except for any such Indebtedness which is (i) unsecured, (ii) subordinated to the Obligations such that (x) no portion of the principal of such Indebtedness shall be required to be paid, whether by stated maturity, mandatory or scheduled prepayment or redemption or otherwise, prior to the date which is 91 days after the Maturity Date, and (y) no portion of interest of such Indebtedness may be paid after the occurrence of, and during the continuation of, a Default or an Event of Default and (iii) the documents and instruments pursuant to which such Indebtedness shall be issued or outstanding shall contain (x) no financial covenants or cross-default provisions and (y) no provisions limiting amendments to, or consents, waivers or other modifications with respect to, this Agreement or any other PersonLoan Document); (xiiiB) compensating all its employees, officers, consultants and agents guaranteeing or otherwise becoming liable for services provided to it by such Persons out any obligations of its own fundsthe Parent or Holdings; (xivC) maintaining office space separate and apart from that of Owner, its affiliates and any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Personhaving obligations guaranteed by the Parent or Holdings; (xvD) conducting all oral and written communicationsacquiring any obligations or securities of, includingor making any loans or advances to, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own namethe Parent or Holdings; (xviE) holding itself out as responsible for debts of the Parent or Holdings or for decisions or actions with respect to the affairs of Holdings; (F) operating or purporting to operate as an integrated, single economic unit with respect to the Parent or Holdings; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of the Parent or Holdings; and (H) inducing any such third party to reasonably rely on the creditworthiness of the Parent or Holdings; (n) having separate stationery from Owner, its affiliates or any other Person; the Parent and Holdings; (xvii) accounting for and managing all of its liabilities separately from those of Owner, its affiliates and any other Person; (xviiio) allocating, on an arm’s-arm’s length basis, all shared corporate operating services, leases and expenses, including including, without limitation, those associated with the services of shared executive officers, employees, consultants and agents and agents, shared computer and other office equipment and softwaresoftware and shared telephone numbers; and otherwise maintaining refraining from engaging in any transaction with any of the Parent or Holdings unless such transaction is (x) on terms and conditions no less favorable to the Borrower or any of its Subsidiaries than transactions consummated on an arm’sarms-length relationship basis with each unaffiliated Persons and (y) only with the prior approval and authorization in accordance with the Borrower’s or such Subsidiary’s, as the case may be, organizational documents, including at least one of Owner, its affiliates and any other Person; the independent directors; (xixp) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner the Parent or Holdings to substantively consolidate Owner the Parent or Holdings with an affiliate such Borrower or any other Person; of its Subsidiaries; (xxq) remaining solvent and assuring adequate capitalization for the business in which it is engaged; Solvent; (xxir) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of Owner each of the Parent, Holdings, the Borrower and any Affiliates of the Parent, Holdings or its affiliatesthe Borrower; and and (xxiis) not taking maintaining a record with respect to any Material Action without asset purchased from the affirmative vote Parent or Holdings, including bills of its Independent Directorsale (or any similar instrument of assignment) and, if appropriate, filings under the Uniform Commercial Code.

Maintenance of Separate Existence. The QI covenants Transferor and agrees that it shall the --------------------------------- Managing Member each will not (i) fail to do all things necessary or appropriate to continue to be readily distinguishable from Owner maintain Managing Member's existence as a corporation, and its affiliates and maintain its corporate Transferor's existence as a limited liability company, separate and apart from that each other and from AK Steel and any Affiliate of Owner AK Steel or of the Managing Member or Transferor, including conducting business correspondence in its own name, holding regular meetings of, or obtaining regular written consents from, as the case may be, its members, shareholders and its affiliates including, without limitation, (i) practicing Board of Directors and adhering to organizational formalities, such as maintaining appropriate books and records; (ii) observing all organizational formalities suffer any limitation on the authority of its own members, directors and officers to conduct its business and affairs in connection accordance with all dealings between itself their independent business judgment, or authorize or suffer any Person other than its own members, directors and Owner, and the affiliates or any unaffiliated entity officers to act on its behalf with respect to Ownermatters (other than matters customarily delegated to others under powers of attorney) for which a limited liability company's or corporation's own members, directors and officers would customarily be responsible; (iii) observing all procedures required fail to (A) maintain or cause to be maintained by its certificate agent under its own control physical possession of incorporationall its books and records, its by-laws and the laws of the state of its incorporation; (ivB) acting solely in its name and through its duly authorized officers or agents in maintain capitalization adequate for the conduct of its businesses; (v) managing its business and affairs by or under the direction of its board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliates) all office furniture and equipment necessary to operate its business; (ix) not (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or its affiliates or any other Person; , (C) having obligations guaranteed by Owner or account for and manage its affiliates or any other Person; (D) holding itself out as responsible for debts of Owner or its affiliates or any other Person or for decisions or actions with respect to the affairs of Owner or its affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (H) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; (x) maintaining its deposit and other bank accounts and all of its assets separate liabilities separately from those of any other Person; , including payment of all payroll and other administrative expenses and taxes from its own assets, (xiD) maintaining segregate and identify separately all of its financial records separate and apart assets from those of any other Person; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds; (xiv) maintaining office space separate and apart from that of Owner, its affiliates and any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Person; (xv) conducting all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in (E) maintain offices through which its own name; (xvi) having business is conducted separate stationery from Owner, its affiliates or any other Person; (xvii) accounting for and managing all of its liabilities separately from those of Owner, its affiliates AK Steel and any other Person; Affiliates of AK Steel or of the Managing Member and Transferor (xviii) allocatingprovided that, on an arm’s-length basis, all shared corporate operating services, leases to the extent that the Managing Member and expenses, including 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 each of Owner, its affiliates Transferor and any other Personof their Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs and expenses among them, and each such entity shall bear its fair share of such expenses); or (xixiv) refraining from filing or otherwise initiating or supporting the filing commingle its funds with those of a motion in any bankruptcy or other insolvency proceeding involving Owner to substantively consolidate Owner with an affiliate AK Steel or any Affiliate of AK Steel or of the Transferor or Managing Member, or use its funds for other Person; than the Transferor's or Managing Member's (xxas the case may be) remaining solvent and assuring adequate capitalization for the business in which it is engaged; (xxi) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of Owner or its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Directoruses.

Maintenance of Separate Existence. The QI covenants and agrees that it shall Borrower will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence as a Nevada corporation separate and apart from that all Affiliates of Owner and its affiliates the Borrower, including, without limitation, (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Ownermaintaining two Persons who are Independent Directors; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliates) pursuant to written leases all office furniture and equipment necessary to operate its business; (ixiv) not refraining from (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or any of its affiliates or any other Person; Affiliates, (CB) having obligations guaranteed by Owner or its affiliates or any other Person; Affiliates, (DC) holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other Person; (E) operating or purporting to operate as an integratedAffiliates, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (HD) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other PersonAffiliate; (xv) maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (xivi) maintaining all of its financial records separate and apart from those of any other Person; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiiivii) compensating all its employees, officers, directors, consultants and agents for services provided to it by such Persons 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; (xiv) maintaining office space separate and apart from that of Owner, its affiliates and any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Person; (xv) 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 other Person; (xviiviii) accounting for and managing all of its liabilities separately from those of Ownerany of its Affiliates, its affiliates including, without limitation, payment directly by the Borrower of all payroll, accounting and any other Personadministrative expenses and taxes; (xviiiix) allocating, on an arm’sarm's-length basis, all shared corporate operating services, leases and expenses, including 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 otherwise maintaining an arm’s-length relationship in accordance with each of Owner, its affiliates and any other Personapplicable law; (xixxi) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner the Borrower or any other Affiliate of the Borrower to substantively consolidate Owner the assets and liabilities of the Borrower with an affiliate the assets and liabilities of any such Person or any other PersonAffiliate of the Borrower; (xxxii) remaining solvent and assuring maintaining adequate capitalization for the in light of its business in which it is engagedand purpose; and (xxixiii) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of Owner or its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Directorname.

Maintenance of Separate Existence. The QI covenants and agrees that it shall Borrower will do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that any Seller and all other Affiliates of Owner and its affiliates any Seller, including, without limitation, (i) practicing and adhering to organizational corporate formalities, such as maintaining appropriate corporate books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Ownermaintaining at least one (1) corporate director who is not an officer, and the affiliates director or employee of any unaffiliated entity with respect to Ownerof its Affiliates (other than other bankruptcy remote Subsidiaries of UAC); (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (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 board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliates) all office furniture and equipment necessary to operate its business; (ix) not (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or its affiliates or any other Person; (C) having obligations guaranteed by Owner or its affiliates or any other Person; (D) refraining from holding itself out as responsible for debts of Owner or any of its affiliates or any other Person Affiliates or for decisions or actions with respect to the affairs of Owner or any of its affiliates or any other PersonAffiliates; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (H) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; (xiv) maintaining all of its deposit and other bank accounts and all of its assets separate from those of any other Person; (xiv) maintaining all of its financial records 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; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds; (xiv) maintaining office space separate and apart from that of Owner, its affiliates and any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Person; (xv) 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 other Person; (xviivi) accounting for and managing all of its liabilities separately from those of Owner, any of its affiliates and any other PersonAffiliates; (xviii) allocating, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including 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 each of Owner, its affiliates and any other Person; (xixvii) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner the Borrower, the Seller or any other Affiliate of the Borrower to substantively consolidate Owner assets and liabilities of the Borrower with an affiliate the assets and liabilities of any such Person or any other PersonAffiliate of the Borrower; (xxviii) remaining solvent and assuring maintaining adequate capitalization for the in light of its business in which it is engagedand purpose; (xxiix) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity name; (x) paying appropriate rent for any premises it leases from any Seller or any of Owner or its affiliatesAffiliates; and (xxiixi) not taking compensating in an amount equal to the fair market value for any Material Action without the affirmative vote of services rendered by any Seller or its Independent DirectorAffiliates on its behalf.